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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

			Proposed Maximum			Amount of
Title of Each Class of Securities to be Registered			Aggregate Offering Price(1)			Registration Fee(2)
Common Stock, $0.01 par value per share (including rights to acquire series A-1 junior participating cumulative preferred stock pursuant to our shareholder rights agreement)			$115,000,000			$13,536

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(2)	Previously paid.

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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-3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT
EX-3.2 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REGISTRANT
EX-3.3 AMENDED AND RESTATED BY-LAWS OF THE REGISTRANT
EX-10.3 REGISTRANT'S 2005 INCENTIVE COMPENSATION PLAN
EX-10.6 AMENDED AND RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN
EX-10.7 LEASE AGREEMENT DATED AS OF OCTOBER 29, 2002
EX-10.18 2005 STOCK OPTION AND INCENTIVE PLAN
EX-10.19 MANUFACTURING AND SERVICES AGREEMENT
CONSENT OF PRICEWATERHOUSECOOPERS LLP

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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;
	•	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

	Warranty

	Inventory Valuation

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																	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
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

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					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
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

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	Cost of Revenue

	Gross Profit

	Research and Development

	Selling, General and Administrative

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	Other Income (Expense), Net

	Income Tax Provision

	Comparison of Years Ended December 31, 2004 and 2003

	Revenue

	Cost of Revenue

	Gross Profit

	Research and Development

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	Selling, General and Administrative

	Other Income (Expense), Net

	Income Tax Provision

	Comparison of Years Ended December 31, 2003 and 2002

	Revenue

	Cost of Revenue

	Gross Profit

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	Research and Development

	Selling, General and Administrative

	Other Income (Expense), Net

	Income Tax Provision

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					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	)

(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

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

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	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.

	Option Grants in Last Fiscal Year

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																		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

	Amended and Restated 1994 Stock Plan

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	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

	•	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.

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	•	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.

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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

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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.

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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,

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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.

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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

$

$

$

$

$

$

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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

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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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	Research and Development

	Internal Use Software

	Use of Estimates

	Reclassification

	Concentration of Credit Risk and Significant Customers

F-11

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	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 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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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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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

11.	Warrants

F-19

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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-20

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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-21

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Table of Contents

	Lease Obligations

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

	Guarantees and Indemnification Obligations

	Warranty

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

F-22

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Table of Contents

	Restricted Cash

14.	Employee Benefits

15.	Related Party Transactions

16.	Business Segment Information

	Consumer

F-23

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Table of Contents

	Government and Industrial

	Other

				Fiscal Year Ended
																Six Months Ended
				December 31,				December 31,				December 31,
				2002				2003				2004				June 30, 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:
	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

17.	Subsequent Event

F-24

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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)
*   Ronald Chwang				Director
*   Jacques S. Gansler				Director
*   Rodney A. Brooks				Director
*   Andrea Geisser				Director
*   George C. McNamee				Director
*   Peter Meekin				Director
*By:		/s/ Geoffrey P. Clear   Geoffrey P. Clear Attorney-in-fact

II-5

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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 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
	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 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               IROBOT CORPORATION

     iRobot Corporation, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:

     1. The name of the Corporation is iRobot Corporation. The date of the
filing of its original Certificate of Incorporation with the Secretary of State
of the State of Delaware was December 20, 2000 (the "Original Certificate"). The
name under which the Corporation filed the Original Certificate was iRobot
Corporation.

     2. This Amended and Restated Certificate of Incorporation (the
"Certificate") amends, restates and integrates the provisions of the Amended and
Restated Certificate of Incorporation that was filed with the Secretary of State
of the State of Delaware on November 10, 2004 (the "Amended and Restated
Certificate"), and was duly adopted in accordance with the provisions of
Sections 242 and 245 of the Delaware General Corporation Law (the "DGCL").

     3. The text of the Amended and Restated Certificate is hereby amended and
restated in its entirety to provide as herein set forth in full.

                                    ARTICLE I

     The name of the Corporation is iRobot Corporation.

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of
Wilmington 19808, County of New Castle. The name of its registered agent at such
address is Corporation Service Company.

                                   ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.

                                   ARTICLE IV

                                  CAPITAL STOCK



     The total number of shares of capital stock which the Corporation shall
have authority to issue is One Hundred Five Million (105,000,000) shares, of
which (i) Ninety Million Four Hundred Forty-two Thousand Seven Hundred
Fifty-four (90,442,754) shares shall be a class designated as common stock, par
value $.01 per share (the "Common Stock"), (ii) 9,557,246 shares shall be a
class designated as pre-IPO preferred stock, par value $.01 per share (the
"pre-IPO Preferred Stock"), and (iii) Five Million (5,00,000) shares shall be a
class designated as undesignated preferred stock, par value $0.01 per share (the
"Undesignated Preferred Stock" and, together with the pre-IPO Preferred Stock,
the "Preferred Stock").

     Of the total number of authorized shares of pre-IPO Preferred Stock,
1,336,370 shares shall be designated as Series A Convertible Preferred Stock,
par value $0.01 per share (the "Series A Preferred Stock"), 668,185 shares shall
be designated as Series B Convertible Preferred Stock, par value $0.01 per share
(the "Series B Preferred Stock"), 1,470,000 shares shall be designated as Series
C Convertible Preferred Stock, par value $0.01 per share (the "Series C
Preferred Stock"), 1,870,908 shares shall be designated as Series D Convertible
Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock"),
2,799,353 shares shall be designated as Series E Convertible Preferred Stock,
par value $0.01 per share (the "Series E Preferred Stock"), and 1,412,430 shares
shall be designated as Series F Convertible Preferred Stock, par value $0.01 per
share (the "Series F Preferred Stock"; the Series A Preferred Stock, the Series
B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock,
the Series E Preferred Stock and the Series F Preferred Stock are together
referred to herein as the "Series Preferred Stock").

     The number of authorized shares of the class of Common Stock and
Undesignated Preferred Stock may from time to time be increased or decreased
(but not below the number of shares outstanding) by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock entitled to
vote, without a vote of the holders of the Preferred Stock (subject to the terms
of the pre-IPO Preferred Stock and except as otherwise provided in any
certificate of designations of any series of Undesignated Preferred Stock).

     The powers, preferences and rights of, and the qualifications, limitations
and restrictions upon, each class or series of stock shall be determined in
accordance with, or as set forth below in, this Article IV.

                                 A. COMMON STOCK

     Subject to all the rights, powers and preferences of the Preferred Stock
and except as provided by law or in this Article IV (or in any certificate of
designations of any series of Undesignated Preferred Stock):

               (a) the holders of the Common Stock shall have the exclusive
right to vote for the election of directors of the Corporation (the "Directors")
and on all other matters requiring stockholder action, each outstanding share
entitling the holder thereof to one vote on each matter properly submitted to
the stockholders of the Corporation for their vote; provided, however, that,
except as otherwise required by law, holders of Common Stock, as such, shall not
be entitled to vote on any amendment to this Certificate (or on any amendment to
a certificate of


                                        2



designations of any series of Undesignated Preferred Stock) that alters or
changes the powers, preferences, rights or other terms of one or more
outstanding series of Undesignated Preferred Stock if the holders of such
affected series are entitled to vote, either separately or together with the
holders of one or more other such series, on such amendment pursuant to this
Certificate (or pursuant to a certificate of designations of any series of
Undesignated Preferred Stock) or pursuant to the DGCL;

               (b) dividends may be declared and paid or set apart for payment
upon the Common Stock out of any assets or funds of the Corporation legally
available for the payment of dividends, but only when and as declared by the
Board or any authorized committee thereof; and

               (c) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock.

                           B. PRE-IPO PREFERRED STOCK

          1. Dividends.

          (a) In the event that the Corporation shall at any time pay a dividend
(other than a dividend payable solely in shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock) on the
Common Stock, it shall pay to the holders of shares of Series Preferred Stock
(on an as converted basis determined by calculating the number of whole shares
of Common Stock into which the holders' shares of Series Preferred Stock are
convertible pursuant to the provisions of Section 5 hereof) on a pari passu
basis and in preference and priority to any payment to the holders of Common
Stock, a dividend equal to such dividend on the Common Stock. Unless full
dividends on the Series Preferred Stock have been paid or declared and a sum
sufficient for the payment thereof set apart, no dividend whatsoever (other than
a dividend payable solely in Common Stock or other securities and rights
convertible into or entitling the holder thereof to receive, directly or
indirectly, additional shares of Common Stock) shall be paid or declared, and no
distribution shall be made, on any Common Stock.

          (b) The Corporation shall not at any time pay a dividend on any series
of Series Preferred Stock unless at the same time an equivalent dividend is paid
to the holders of all other series of Series Preferred Stock (on an as converted
basis determined by calculating the number of whole shares of Common Stock into
which the holders' shares of Series Preferred Stock are convertible pursuant to
the provisions of Section 5 hereof) on a pari passu basis.

          (c) The holders of the Series Preferred Stock shall be entitled to
receive dividends only when, as and if declared by the Board of Directors of the
Corporation.

          2. Liquidation, Dissolution or Winding Up.


                                        3



          (a) Primary Distribution. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, before any
distribution may be made with respect to the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock or the Series D Preferred
Stock (collectively the "Junior Preferred Stock"), the Common Stock or any other
series of capital stock, the holders of each share of Series E Preferred Stock
and the holders of each share of Series F Preferred Stock (collectively, the
"Senior Preferred Stock") shall be entitled to be paid out of the assets of the
Corporation available for distribution to holders of the Corporation's capital
stock of all classes, whether such assets are capital, surplus, or capital
earnings, an amount equal to (i) with respect to each share of Series E
Preferred Stock, the greater of (A) $4.66 per share of Series E Preferred Stock
(which amount shall be subject to equitable adjustment whenever there shall
occur a stock split, combination, reclassification or other similar event) plus
all declared and unpaid dividends thereon since the date of issue up to and
including the date full payment shall be tendered to the holders of the Series E
Preferred Stock with respect to such liquidation, dissolution or winding up and
(B) the amount per share of Common Stock which such holders of Series E
Preferred Stock would have received if such holders had converted their shares
of Series E Preferred Stock into Common Stock at the then effective Series E
Conversion Price immediately prior to such event (the "Series E Liquidation
Amount"), (ii) with respect to each share of Series F Preferred Stock, the
greater of (A) $7.08 per share of Series F Preferred Stock (which amount shall
be subject to equitable adjustment whenever there shall occur a stock split,
combination, reclassification or other similar event) plus all declared and
unpaid dividends thereon since the date of issue up to and including the date
full payment shall be tendered to the holders of the Series F Preferred Stock
with respect to such liquidation, dissolution or winding up and (B) the amount
per share of Common stock which such holders of Series F Preferred Stock would
have received if such holders had converted their shares of Series F Preferred
Stock into Common Stock at the then effective Series F Conversion Price
immediately prior to such event (the "Series F Liquidation Amount" and together
with the Series E Liquidation Amount, the "Senior Preferred Liquidation
Amount").

          If, upon any liquidation, dissolution or winding up of the
Corporation, the assets and funds of the Corporation legally available for
distribution to the holders of the Senior Preferred Stock shall be insufficient
to permit the payment to such holders of the full aforesaid preferential
amounts, then the entire assets and funds of the Corporation legally available
for distribution shall be distributed among the holders of the Senior Preferred
Stock in a manner such that each holder of the Senior Preferred Stock shall
receive the amount obtained by multiplying the entire assets and funds of the
Corporation legally available for distribution to the holders of the Senior
Preferred Stock by a fraction, (i) the numerator of which shall be the product
obtained by multiplying the number of shares of Senior Preferred Stock then held
by such holder by the applicable Senior Preferred Liquidation Amount per each
share of the Senior Preferred Stock, and (ii) the denominator of which shall be
the product obtained by multiplying the total then outstanding number of shares
of Senior Preferred Stock by the applicable Senior Preferred Liquidation Amount
per each share of the Senior Preferred Stock.

          After the payment of the Senior Preferred Liquidation Amount shall
have been made in full to the holders of the Senior Preferred Stock or funds
necessary for such payment shall have been set aside by the Corporation in trust
for the account of such holders so as to be


                                        4



available for such payments, the holders of the Senior Preferred Stock shall be
entitled to no further participation in the distribution of the assets of the
Corporation, and the remaining assets of the Corporation legally available for
distribution to its stockholders shall be distributed among the holders of other
classes of securities of the Corporation in accordance with their respective
terms.

          (b) Secondary Distribution. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
after the payment of the Senior Preferred Liquidation Amount shall have been
made in full to the holders of the Senior Preferred Stock or funds necessary for
such payment shall have been set aside by the Corporation in trust for the
account of such holders so as to be available for such payments, and before any
distribution may be made with respect to the Common Stock or any other series of
capital stock, the holders of each share of Junior Preferred Stock shall be
entitled to be paid out of the assets of the Corporation remaining available for
distribution to holders of the Corporation's capital stock of all classes,
whether such assets are capital, surplus, or capital earnings, an amount equal
to (i) with respect to each share of Series A Preferred Stock, the greater of
(A) $1.16 per share of Series A Preferred Stock (which amount shall be subject
to equitable adjustment whenever there shall occur a stock split, combination,
reclassification or other similar event) plus all declared and unpaid dividends
thereon since the date of issue up to and including the date full payment shall
be tendered to the holders of the Series A Preferred Stock with respect to such
liquidation, dissolution or winding up and (B) the amount per share of Common
Stock which such holders of Series A Preferred Stock would have received if such
holders had converted their shares of Series A Preferred Stock into Common Stock
at the then effective Series A Conversion Price immediately prior to such event
(the "Series A Liquidation Amount"), (ii) with respect to each share of Series B
Preferred Stock, the greater of (A) $1.4966 per share of Series B Preferred
Stock (which amount shall be subject to equitable adjustment whenever there
shall occur a stock split, combination, reclassification or other similar event)
plus all declared and unpaid dividends thereon since the date of issue up to and
including the date full payment shall be tendered to the holders of the Series B
Preferred Stock with respect to such liquidation, dissolution or winding up and
(B) the amount per share of Common Stock which such holders of Series B
Preferred Stock would have received if such holders had converted their shares
of Series B Preferred Stock into Common Stock at the then effective Series B
Conversion Price immediately prior to such event (the "Series B Liquidation
Amount"), (iii) with respect to each share of Series C Preferred Stock, the
greater of (A) $3.7415 per share of Series C Preferred Stock (which amount shall
be subject to equitable adjustment whenever there shall occur a stock split,
combination, reclassification or other similar event) plus all declared and
unpaid dividends thereon since the date of issue up to and including the date
full payment shall be tendered to the holders of the Series C Preferred Stock
with respect to such liquidation, dissolution or winding up and (B) the amount
per share of Common Stock which such holders of Series C Preferred Stock would
have received if such holders had converted their shares of Series C Preferred
Stock into Common Stock at the then effective Series C Conversion Price
immediately prior to such event (the "Series C Liquidation Amount") and (iv)
with respect to each share of Series D Preferred Stock, the greater of (A)
$3.7415 per share of Series D Preferred Stock (which amount shall be subject to
equitable adjustment whenever there shall occur a stock split, combination,
reclassification or other similar event) plus all declared and unpaid dividends
thereon since the date of issue up to and including the date full payment shall
be tendered to the holders of the Series D Preferred


                                        5



Stock with respect to such liquidation, dissolution or winding up and (B) the
amount per share of Common Stock which such holders of Series D Preferred Stock
would have received if such holders had converted their shares of Series D
Preferred Stock into Common Stock at the then effective Series D Conversion
Price immediately prior to such event (the "Series D Liquidation Amount")(the
Series A Liquidation Amount, Series B Liquidation Amount, Series C Liquidation
Amount and Series D Liquidation Amount are together referred to herein as the
"Junior Preferred Liquidation Amount" and, together with the Senior Preferred
Liquidation Amount, the "Series Liquidation Amount").

          If, upon any liquidation, dissolution or winding up of the
Corporation, the assets and funds of the Corporation legally available for
distribution to the holders of Junior Preferred Stock shall be insufficient to
permit the payment to such holders of the full aforesaid preferential amounts,
then the entire assets and funds of the Corporation legally available for
distribution shall be distributed among the holders of Junior Preferred Stock in
a manner such that each holder of Junior Preferred Stock shall receive the
amount obtained by multiplying the entire assets and funds of the Corporation
legally available for distribution to the holders of Junior Preferred Stock by a
fraction, (i) the numerator of which shall be the product obtained by
multiplying the number of shares of Junior Preferred Stock then held by such
holder by the applicable Junior Preferred Liquidation Amount per each share of
the Junior Preferred Stock, and (ii) the denominator of which shall be the
product obtained by multiplying the total then outstanding number of shares of
Junior Preferred Stock by the applicable Junior Preferred Liquidation Amount per
each share of the Junior Preferred Stock.

          After the payment of the Junior Preferred Liquidation Amount shall
have been made in full to the holders of the Junior Preferred Stock or funds
necessary for such payment shall have been set aside by the Corporation in trust
for the account of such holders so as to be available for such payments, the
holders of the Junior Preferred Stock shall be entitled to no further
participation in the distribution of the assets of the Corporation, and the
remaining assets of the Corporation legally available for distribution to its
stockholders shall be distributed among the holders of other classes of
securities of the Corporation in accordance with their respective terms.

          (c) Mergers, Consolidations and Sales of Assets. Upon the occurrence
of a (i) consolidation, merger or acquisition of the Corporation (except (A) a
merger or consolidation into or with a wholly-owned subsidiary of the
Corporation with requisite stockholder approval or (B) in which the beneficial
owners of the Corporation's capital stock immediately prior to such transaction
continue to hold directly or indirectly not less than a majority of the voting
power in the resulting entity) or (ii) a sale of all or substantially all of the
assets of the Corporation or (iii) a sale of a majority of the voting securities
of the Corporation in one transaction or a series of related transactions, a
liquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this Section 3 shall be deemed to have occurred and the holders
of Series Preferred Stock shall be paid the Series Liquidation Amount for their
shares in accordance with Section 3(a) and 3(b); provided, however, that each
holder of Series Preferred Stock shall have the right to elect the benefits of
the provisions of Section 5(i) hereof in lieu of receiving payment in
liquidation, dissolution or winding up of the Corporation pursuant to this
Section 3.


                                        6



          3. Voting Power.

          (a) Series A Director. The holders of not less than a majority of the
outstanding shares of Series A Preferred Stock shall, voting separately as a
separate class, be entitled to elect one Director (the "Series A Director
Designee"). At any meeting held for the purpose of electing Directors, the
presence in person or by proxy of the holders of at least a majority in interest
of the then outstanding shares of Series A Preferred Stock shall constitute a
quorum of the Series A Preferred Stock for the election of Directors to be
elected solely by the holders of the Series A Preferred Stock. If at any time
when any share of Series A Preferred Stock is outstanding the Series A Director
Designee should cease to be a Director for any reason, the vacancy shall only be
filled by the vote or written consent of the holders of the outstanding shares
of Series A Preferred Stock, voting separately as a separate class, in the
manner and on the basis specified above. The holders of outstanding shares of
Series A Preferred Stock shall also be entitled to vote for all other Directors
of the Corporation (other than the Series B Director Designee, Series D Director
Designee or Series E Director Designee, each as defined below) together with
holders of all other shares of the Corporation's outstanding capital stock
entitled to vote thereon, voting together as a single class, with each
outstanding share entitled to the same number of votes specified in Section
4(f).

          (b) Series B Director. The holders of not less than a majority of the
outstanding shares of Series B Preferred Stock shall, voting separately as a
separate class, be entitled to elect one Director (the "Series B Director
Designee"). At any meeting held for the purpose of electing Directors, the
presence in person or by proxy of the holders of at least a majority in interest
of the then outstanding shares of Series B Preferred Stock shall constitute a
quorum of the Series B Preferred Stock for the election of Directors to be
elected solely by the holders of the Series B Preferred Stock. If at any time
when any share of Series B Preferred Stock is outstanding the Series B Director
Designee should cease to be a Director for any reason, the vacancy shall only be
filled by the vote or written consent of the holders of the outstanding shares
of Series B Preferred Stock, voting separately as a separate class, in the
manner and on the basis specified above. The holders of outstanding shares of
Series B Preferred Stock shall also be entitled to vote for all other Directors
of the Corporation (other than the Series A Director Designee, Series D Director
Designee or Series E Director Designee) together with holders of all other
shares of the Corporation's outstanding capital stock entitled to vote thereon,
voting together as a single class, with each outstanding share entitled to the
same number of votes specified in Section 4(f).

          (c) Series C. The holders of outstanding shares of Series C Preferred
Stock shall be entitled to vote for all Directors of the Corporation (other than
the Series A Director Designee, the Series B Director Designee, the Series D
Director Designee or the Series E Director Designee) together with holders of
all other shares of the Corporation's outstanding capital stock entitled to vote
thereon, voting together as a single class, with each outstanding share entitled
to the same number of votes specified in Section 4(f).

          (d) Series D Director. The holders of not less than a majority of the
outstanding shares of Series D Preferred Stock shall, voting separately as a
separate class, be entitled to elect one Director (the "Series D Director
Designee"). At any meeting held for the


                                        7



purpose of electing Directors, the presence in person or by proxy of the holders
of at least a majority in interest of the then outstanding shares of Series D
Preferred Stock shall constitute a quorum of the Series D Preferred Stock for
the election of Directors to be elected solely by the holders of the Series D
Preferred Stock. If at any time when any share of Series D Preferred Stock is
outstanding the Series D Director Designee should cease to be a Director for any
reason, the vacancy shall only be filled by the vote or written consent of the
holders of the outstanding shares of Series D Preferred Stock, voting separately
as a separate class, in the manner and on the basis specified above. The holders
of outstanding shares of Series D Preferred Stock shall also be entitled to vote
for all other Directors of the Corporation (other than the Series A Director
Designee, Series B Director Designee or Series E Director Designee) together
with holders of all other shares of the Corporation's outstanding capital stock
entitled to vote thereon, voting together as a single class, with each
outstanding share entitled to the same number of votes specified in Section
4(f).

          (e) Series E Director. The holders of not less than a majority of the
outstanding shares of Series E Preferred Stock shall, voting separately as a
separate class, be entitled to elect one Director (the "Series E Director
Designee"). At any meeting held for the purpose of electing Directors, the
presence in person or by proxy of the holders of at least a majority in interest
of the then outstanding shares of Series E Preferred Stock shall constitute a
quorum of the Series E Preferred Stock for the election of Directors to be
elected solely by the holders of the Series E Preferred Stock. If at any time
when any share of Series E Preferred Stock is outstanding the Series E Director
Designee should cease to be a Director for any reason, the vacancy shall only be
filled by the vote or written consent of the holders of the outstanding shares
of Series E Preferred Stock, voting separately as a separate class, in the
manner and on the basis specified above. The holders of outstanding shares of
Series E Preferred Stock shall also be entitled to vote for all other Directors
of the Corporation (other than the Series A Director Designee, Series B Director
Designee or Series D Director Designee) together with holders of all other
shares of the Corporation's outstanding capital stock entitled to vote thereon,
voting together as a single class, with each outstanding share entitled to the
same number of votes specified in Section 4(f).

          (f) Series F. The holders of outstanding shares of Series F Preferred
Stock shall be entitled to vote for all Directors of the Corporation (other than
the Series A Director Designee, Series B Director Designee, Series D Director
Designee or Series E Director Designee) together with holders of all other
shares of the Corporation's outstanding capital stock entitled to vote thereon,
voting together as a single class, with each outstanding share entitled to the
same number of votes specified in Section 4(f).

          (g) Other Voting. Except as otherwise expressly provided in Section 6
hereof, or as required by law, each holder of Series Preferred Stock shall be
entitled to vote on all matters, with each such holder entitled to that number
of votes equal to the largest number of whole shares of Common Stock into which
such holder's shares of Series Preferred Stock could be converted at the then
effective Conversion Price pursuant to the provisions of Section 5 hereof, at
the record date for the determination of stockholders entitled to vote on such
matter or, if no such record date is established, at the date such vote is taken
or any written consent of stockholders is solicited (such Common Stock
equivalence being referred to as an "As Converted


                                        8



Basis"). Except as otherwise expressly provided herein or as required by law,
the holders of Series Preferred Stock and Common Stock shall vote together as a
single class on all matters.

          4. Conversion. The holders of the Series Preferred Stock shall have
the following conversion rights:

          (a) Voluntary Conversion.

               (i) Series A Preferred Stock. Each holder of shares of Series A
Preferred Stock may elect at any time and from time to time to convert the
shares of Series A Preferred Stock then held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series A
Preferred Stock to be converted by $1.16 and dividing the result by the Series A
Conversion Price then in effect. If a holder of Series A Preferred Stock elects
to convert Series A Preferred Stock at a time when there are any declared and
unpaid dividends or other amounts due on such shares, such dividends and other
amounts shall be paid in full by the Corporation in connection with such
conversion. The initial "Series A Conversion Price" shall be $1.16 subject to
adjustment from time to time pursuant to this Section 5.

               (ii) Series B Preferred Stock. Each holder of shares of Series B
Preferred Stock may elect at any time and from time to time to convert the
shares of Series B Preferred Stock then held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series B
Preferred Stock to be converted by $1.4966 and dividing the result by the Series
B Conversion Price then in effect. If a holder of Series B Preferred Stock
elects to convert Series B Preferred Stock at a time when there are any declared
and unpaid dividends or other amounts due on such shares, such dividends and
other amounts shall be paid in full by the Corporation in connection with such
conversion. The initial "Series B Conversion Price" shall be $1.4966 subject to
adjustment from time to time pursuant to this Section 5.

               (iii) Series C Preferred Stock. Each holder of shares of Series C
Preferred Stock may elect at any time and from time to time to convert the
shares of Series C Preferred Stock then held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series C
Preferred Stock to be converted by $3.7415 and dividing the result by the Series
C Conversion Price then in effect. If a holder of Series C Preferred Stock
elects to convert Series C Preferred Stock at a time when there are any declared
and unpaid dividends or other amounts due on such shares, such dividends and
other amounts shall be paid in full by the Corporation in connection with such
conversion. The initial "Series C Conversion Price" shall be $3.7415 subject to
adjustment from time to time pursuant to this Section 5.

               (iv) Series D Preferred Stock. Each holder of shares of Series D
Preferred Stock may elect at any time and from time to time to convert the
shares of Series D Preferred Stock then held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series D
Preferred Stock to be converted by $3.7415 and dividing the result by the Series
D Conversion Price then in effect. If a holder of Series D


                                        9



Preferred Stock elects to convert Series D Preferred Stock at a time when there
are any declared and unpaid dividends or other amounts due on such shares, such
dividends and other amounts shall be paid in full by the Corporation in
connection with such conversion. The initial "Series D Conversion Price" shall
be $3.7415 subject to adjustment from time to time pursuant to this Section 5.

               (v) Series E Preferred Stock. Each holder of shares of Series E
Preferred Stock may elect at any time and from time to time to convert the
shares of Series E Preferred Stock then held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series E
Preferred Stock to be converted by $4.66 and dividing the result by the Series E
Conversion Price then in effect. If a holder of Series E Preferred Stock elects
to convert Series E Preferred Stock at a time when there are any declared and
unpaid dividends or other amounts due on such shares, such dividends and other
amounts shall be paid in full by the Corporation in connection with such
conversion. The initial "Series E Conversion Price" shall be $4.66 subject to
adjustment from time to time pursuant to this Section 5.

               (vi) Series F Preferred Stock. Each holder of shares of Series F
Preferred Stock may elect at any time and from time to time to convert the
shares of Series F Preferred Stock then held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series F
Preferred Stock to be converted by $7.08 and dividing the result by the Series F
Conversion Price then in effect. If a holder of Series F Preferred Stock elects
to convert Series F Preferred Stock at a time when there are any declared and
unpaid dividends or other amounts due on such shares, such dividends and other
amounts shall be paid in full by the Corporation in connection with such
conversion. The initial "Series F Conversion Price" shall be $7.08 subject to
adjustment from time to time pursuant to this Section 5.

          (b) Automatic Conversion. Each share of Series Preferred Stock
outstanding shall automatically be converted into the number of shares of Common
Stock into which such shares are convertible as computed according to the
formula set forth in Section 5(A) hereof at the then effective Series A
Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D
Conversion Price, Series E Conversion Price or Series F Conversion Price
(together, the "Conversion Price"), as applicable, immediately prior to the
closing of an underwritten public offering having total gross proceeds to the
Corporation of at least twenty-five million dollars ($25,000,000), after which
an established public trading market exists for such Common Stock on the New
York Stock Exchange or the NASDAQ National Market System (a "Qualified Public
Offering").

          (c) Conversion Procedures. Any holder of Series Preferred Stock
desiring to convert such shares into shares of Common Stock shall surrender the
certificate or certificates representing the Series Preferred Stock being
converted, duly assigned or endorsed for transfer to the Corporation (or
accompanied by duly executed stock powers relating thereto), at the principal
executive office of the Corporation or the offices of the transfer agent for the
Series Preferred Stock or such office or offices in the continental United
States of an agent for conversion as may from time to time be designated by
notice to the holders of the Series Preferred Stock by the


                                       10



Corporation, accompanied by written notice of conversion. Such notice of
conversion shall specify (i) the number of shares of Series Preferred Stock to
be converted, (ii) the name or names in which such holder wishes the certificate
or certificates for Common Stock and for any Series Preferred Stock not to be so
converted to be issued and (iii) the address to which such holder wishes
delivery to be made of such new certificates to be issued upon such conversion.
Upon surrender of a certificate representing Series Preferred Stock for
conversion, the Corporation shall, as soon as practicable, issue and send by
hand delivery, by courier or by first class mail (postage prepaid) to the holder
thereof or to such holder's designee, at the address designated by such holder,
a certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled upon conversion. In the event that there shall
have been surrendered a certificate or certificates representing Series
Preferred Stock, only part of which are to be converted, the Corporation shall
issue and send to such holder or such holder's designee, in the manner set forth
in the preceding sentence, a new certificate or certificates representing the
number of shares of Series Preferred Stock which shall not have been converted.

          (d) Effective Date of Conversion. The issuance by the Corporation of
shares of Common Stock upon a conversion of Series Preferred Stock into shares
of Common Stock made at the option of the holder thereof pursuant to Section
5(a) hereof shall be effective as of the close of business on the date on which
the certificate or certificates for the Series Preferred Stock to be converted
have been surrendered for conversion pursuant to Section 5(c) hereof. The
issuance by the Corporation of shares of Common Stock upon a conversion of
Series Preferred Stock into Common Stock pursuant to a Qualified Public Offering
in accordance with Section 5(b) hereof shall not be deemed to be effective until
immediately prior to the closing of the Qualified Public Offering. On and after
the effective date of conversion, the person or persons entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares of Common Stock and all rights with
respect to the shares of Series Preferred Stock shall cease, except for the
right of the holders thereof to receive certificates representing such shares of
Common Stock and payment by the Corporation of any dividend declared but unpaid
thereon.

          (e) Fractional Shares. The Corporation shall not be obligated to
deliver to holders of Series Preferred Stock any fractional share of Common
Stock issuable upon any conversion of such Series Preferred Stock, but in lieu
thereof may make a cash payment in respect thereof in any manner permitted by
law.

          (f) Reservation of Common Stock. The Corporation shall at all times
reserve and keep available out of its authorized and unissued Common Stock,
solely for issuance upon the conversion of Series Preferred Stock as herein
provided, free from any preemptive rights or other obligations, such number of
shares of Common Stock as shall from time to time be issuable upon the
conversion of all the Series Preferred Stock then outstanding provided that the
shares of Common Stock so reserved shall not be reduced or affected in any
manner whatsoever so long as any shares of Series Preferred Stock are
outstanding. The Corporation shall prepare and shall use its best efforts to
obtain and keep in force such governmental or regulatory permits or other
authorizations as may be required by law, and shall comply with all requirements
as to registration, qualification or listing of the Common Stock, in order to
enable the Corporation lawfully to issue and deliver to each holder of record of
Series Preferred Stock such number of


                                       11



shares of its Common Stock as shall from time to time be sufficient to effect
the conversion of all Series Preferred Stock then outstanding and convertible
into shares of Common Stock.

          (g) Adjustments to Conversion Price. The Conversion Price in effect
from time to time shall be subject to adjustment as follows:

               (i) Stock Dividends, Subdivisions and Combinations. Upon the
issuance of additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, the subdivision of outstanding shares
of Common Stock into a greater number of shares of Common Stock, or the
combination of outstanding shares of Common Stock into a smaller number of
shares of the Common Stock, the Conversion Price shall, simultaneously with the
happening of such dividend, subdivision or split be adjusted by multiplying the
then effective Series A Conversion Price, Series B Conversion Price, Series C
Conversion Price, Series D Conversion Price, Series E Conversion Price or Series
F Conversion price, as applicable, by a fraction, the numerator of which shall
be the number of shares of Common Stock which are outstanding immediately prior
to such event and the denominator of which shall be the number of shares of
Common Stock which are outstanding immediately after such event. An adjustment
made pursuant to this Section 5(g)(i) shall be given effect, upon payment of
such a dividend or distribution, as of the record date for the determination of
stockholders entitled to receive such dividend or distribution (on a retroactive
basis) and in the case of a subdivision or combination shall become effective
immediately as of the effective date thereof.

               (ii) Sale of Common Stock. In the event the Corporation shall at
any time or from time to time while the Series Preferred Stock is outstanding,
issue, sell or exchange any shares of Common Stock (including shares held in the
Corporation's treasury but excluding: (i) shares of Common Stock issued pursuant
to Convertible Securities or Stock Rights outstanding as of the date hereof,
(ii) any Common Stock which may be issued upon conversion of the Series
Preferred Stock, (iii) (A) shares of Common Stock or Stock Rights (including
Stock Rights outstanding as of the date hereof) issued or issuable to officers,
directors, employees and consultants of the Corporation pursuant to stock and
option plans (and any amendments thereto) approved by the Board of Directors,
including the approval of a majority of the directors of the Corporation who are
not employees of, or consultants to, the Corporation, and (B) securities issued
or issuable with the approval of the Corporation's Board of Directors, including
the approval of a majority of the directors of the Corporation who are not
employees of, or consultants to, the Corporation that such securities shall
constitute "Excluded Shares" for purposes of this Section 5, (iv) Common Stock
issued to one or more Independent Third Parties (as defined in Section 9 hereof)
engaged in business activities (other than financing) that are complementary to
the business activities of the Corporation and which securities are issued to
any such Independent Third Party after the date hereof in connection with a
contractual arrangement between such Independent Third Party and the Corporation
in which operational resources are exchanged between the parties, provided that
(A) the number of such shares issued to any such Independent Third Party shall
not exceed 100,000 and (B) the number of such shares issued to all such
Independent Third Parties shall not exceed 500,000, (v) shares of Common Stock
or securities convertible into Common Stock exempt from the provisions of this
Section 5 by affirmative vote of the holders of 66.67% of the shares of Series A
Preferred Stock, 66.67% of the shares of Series B Preferred Stock, 66.67% of the
shares of Series C Preferred Stock,


                                       12



66.67% of the shares of Series D Preferred Stock, 66.67% of the shares of Series
E Preferred Stock and 66.67% of the shares of Series F Preferred Stock then
outstanding, each voting as a separate series, and (vi) securities issued as a
result of any stock split, stock dividend, reclassification or reorganization of
the Corporation's capital stock for which an adjustment has been made pursuant
to Section 5(g)(i) (the securities referred to in clauses (i) through (vi) shall
be collectively referred to as the "Excluded Shares")), for a consideration per
share less than the applicable Conversion Price in effect immediately prior to
the issuance, sale or exchange of such shares (any such issuance, sale or
exchange hereinafter referred to as a "Dilutive Transaction"), then, and
thereafter successively upon the consummation of any Dilutive Transaction, the
applicable Conversion Price in effect immediately prior to Dilutive Transaction
shall forthwith be reduced to an amount determined by multiplying such
Conversion Price by a fraction:

                    (A) the numerator of which shall be (i) the number of shares
of Common Stock Outstanding immediately prior to the Dilutive Transaction, plus
(ii) the number of shares of Common Stock which the net aggregate consideration
received by the Corporation for the total number of such additional shares of
Common Stock so issued in the Dilutive Transaction would purchase at such
Conversion Price (prior to such adjustment), and

                    (B) the denominator of which shall be (i) the number of
shares of Common Stock Outstanding immediately prior to the Dilutive
Transaction, plus (ii) the number of such additional shares of Common Stock so
issued in the Dilutive Transaction.

               (iii) Sale of Stock Rights or Convertible Securities. In the
event the Corporation shall at any time or from time to time while the Series
Preferred Stock is outstanding, issue Stock Rights or Convertible Securities
(other than any Excluded Shares), for a consideration per share (determined by
dividing the Net Aggregate Consideration (as determined below) by the aggregate
number of shares of Common Stock that would be issued if all such Stock Rights
or Convertible Securities were exercised or converted to the fullest extent
permitted by their terms) less than the applicable Conversion Price in effect
immediately prior to the issuance of such Stock Rights or Convertible
Securities, the applicable Conversion Price in effect immediately prior to the
issuance of such Stock Rights or Convertible Securities shall be reduced to an
amount determined by multiplying such Conversion Price by a fraction:

                    (A) the numerator of which shall be (i) the number of shares
of Common Stock Outstanding immediately prior to the issuance of such Stock
Rights or Convertible Securities, plus (ii) the number of shares of Common Stock
which the total amount of consideration received by the Corporation for the
issuance of such Stock Rights, or Convertible Securities plus the minimum amount
set forth in the terms of such Stock Rights or Convertible Securities as payable
to the Corporation upon the exercise or conversion thereof (the "Net Aggregate
Consideration") would purchase at such Conversion Price (prior to such
adjustment), and

                    (B) the denominator of which shall be (i) the number of
shares of Common Stock Outstanding immediately prior to the issuance of such
Stock Rights or Convertible Securities, plus (ii) the aggregate number of shares
of Common Stock that would be issued if all such Stock Rights or Convertible
Securities were exercised or converted.


                                       13



               (iv) Expiration or Change in Price. If the consideration per
share provided for in any Stock Rights or Convertible Securities changes at any
time, the Conversion Price in effect at the time of such change shall be
readjusted to the Conversion Price which would have been in effect at such time
had such Stock Rights or Convertible Securities provided for such changed
consideration per share (determined as provided in Section 5(g)(iii) hereof), at
the time initially granted, issued or sold; provided, that such adjustment of
the Conversion Price will be made only as and to the extent that the Conversion
Price effective upon such adjustment remains less than or equal to the
Conversion Price that would be in effect if such Stock Rights or Convertible
Securities had not been issued. No adjustment of the Conversion Price shall be
made under this Section 5 upon the issuance of any additional shares of Common
Stock which are issued pursuant to the exercise or conversion of any Stock
Rights, Convertible Securities or other subscription or purchase rights or
pursuant to the exercise of any conversion or exchange rights in any Stock
Rights or Convertible Securities if an adjustment shall previously have been
made upon the issuance of such Stock Rights or Convertible Securities. Any
adjustment of the Conversion Price shall be disregarded if, as, and when the
rights to acquire shares of Common Stock upon exercise or conversion of the
Stock Rights or Convertible Securities which gave rise to such adjustment expire
or are canceled without having been exercised, so that the Conversion Price
effective immediately upon such cancellation or expiration shall be equal to the
Conversion Price in effect at the time of the issuance of the expired or
canceled Stock Rights or Convertible Securities, with such additional
adjustments as would have been made to that Conversion Price had the expired or
canceled Stock Rights or Convertible Securities not been issued.

          (h) Other Adjustments. In the event the Corporation shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in securities of
the Corporation other than shares of Common Stock, then and in each such event
lawful and adequate provision shall be made so that the holders of Series
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the number of securities of the
Corporation which they would have received had their Series Preferred Stock been
converted into Common Stock on the date of such event and had they thereafter,
during the period from the date of such event to and including the date of
conversion retained such securities receivable by them as aforesaid during such
period, giving application to all adjustments called for during such period
under this Section 5 as applied to such distributed securities.

     If the Common Stock issuable upon the conversion of the Series Preferred
Stock shall be changed into the same or different number of shares of any class
or classes of stock, whether by reclassification or otherwise (other than a
subdivision or combination of shares or stock dividend provided for above, or a
reorganization, merger, consolidation or sale of assets provided for elsewhere
in this Section 5), then and in each such event the holder of each share of
Series Preferred Stock shall have the right thereafter to convert such share
into the kind and amount of shares of stock and other securities and property
receivable upon such reorganization, reclassification or other change, by
holders of the number of shares of Common Stock into which such shares of Series
Preferred Stock might have been converted immediately prior to such
reorganization, reclassification or change, all subject to further adjustment as
provided herein.


                                       14



          (i) Mergers and Other Reorganizations. If at any time or from time to
time there shall be a capital reorganization of the Common Stock (other than a
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section 5) or a merger or consolidation of the Corporation
with or into another corporation or the acquisition of the Corporation or the
sale of all or substantially all of the Corporation's properties and assets to
any other person or the sale of a majority of the voting securities of the
Corporation in one or a series of related transactions (except (i) a merger or
consolidation into or with a wholly-owned subsidiary of the Corporation with
requisite stockholder approval or (ii) in which the beneficial owners of the
Corporation's capital stock immediately prior to such transaction continue to
hold directly or indirectly not less than a majority of the voting power of the
resulting entity), then, as a part of and as a condition to the effectiveness of
such reorganization, merger, consolidation, acquisition or sale, lawful and
adequate provision shall be made so that the holders of the Series Preferred
Stock shall thereafter be entitled to receive upon conversion of the Series
Preferred Stock the number of shares of stock or other securities or property of
the Corporation or of the successor Corporation resulting from such merger,
consolidation, acquisition or sale, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such capital
reorganization, merger, consolidation, acquisition or sale, and in such case,
appropriate adjustment (as determined in good faith by the Corporation's Board
of Directors) shall be made in the application of this Section 5 to the end that
the provisions set forth in this Section 5 shall thereafter be applicable, as
nearly as reasonably may be, in relation to shares of stock or other property
thereafter deliverable upon conversion of the Series Preferred Stock.

     Each holder of Series Preferred Stock upon the occurrence of a merger,
consolidation or acquisition of the Corporation (except (i) a merger or
consolidation into or with a wholly-owned subsidiary of the Corporation with
requisite stockholder approval or (ii) in which the beneficial owners of the
Corporation's capital stock immediately prior to such transaction continue to
hold directly or indirectly not less than a majority of the voting power in the
resulting entity) or the sale of all or substantially all its assets and
properties or the sale of a majority of the voting securities of the Corporation
in one or a series of related transactions, as such events are more fully set
forth in Section 3(c) hereof, shall have the option of electing treatment of its
shares of Series Preferred Stock under either this Section 5(i) or Section 3(c)
hereof, notice of which election shall be submitted in writing to the
Corporation at its principal offices no later than twenty (20) days before the
effective date of such event, provided that any such notice shall be effective
if given not later than fifteen (15) days after the date of the Corporation's
notice, pursuant to Section 8, with respect to such event, and (ii) promptly
upon the first, and only the first, receipt of any such election, the
Corporation shall provide to all other holders of outstanding shares of Series
Preferred Stock written notice of receipt of such election, and each such other
holder shall have ten (10) days within receipt of the Corporation's notice to
elect treatment of its shares of Series Preferred Stock under either this
Section 5(i) or Section 3(c) hereof, provided, however, that in any event,
notice of such election by such other holder must be submitted in writing to the
Corporation at its principal offices no later than ten (10) days before the
effective date of such event or fifteen (15) days after the date of the
Corporation's initial notice pursuant to Section 8, whichever is later.

          (j) No Impairment. The Corporation will not, by amendment of this
Certificate or through any reorganization, transfer of assets, consolidation,
merger, dissolution,


                                       15



issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good faith
assist in the carrying out of all of the provisions of this Section 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holders of the Series Preferred Stock against impairment.

          (k) Notices of Adjustments. In each case of an adjustment or
readjustment of the Conversion Price, the Corporation will furnish each holder
of Series Preferred Stock with a certificate, prepared by the chief financial
officer of the Corporation, showing such adjustment or readjustment, and stating
in detail the facts upon which such adjustment or readjustment is based. The
Corporation shall, upon the written request at any time of any holder of Series
Preferred Stock, furnish or caused to be furnished to such holder a certificate
setting forth the Conversion Price then in effect and the number of shares of
Common Stock and the amount, if any, of other securities, cash or property that
would be received upon conversion thereof.

          5. Restrictions and Limitations.

          (a) Series A Preferred Stock. So long as any shares of Series A
Preferred Stock remain outstanding, the Corporation shall not, without the
approval by vote or written consent of the holders of at least a majority of the
then outstanding shares of Series A Preferred Stock, voting as a separate class:

               (i) amend, alter or repeal any provision of, or add any provision
to, this Certificate, whether by merger, consolidation, reclassification or
otherwise, if such action would alter or change the rights, preferences,
privileges or powers of the Series A Preferred Stock;

               (ii) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities which has a preference over or being on a parity with
the Series A Preferred Stock in any respect or issue any additional shares of
Series A Preferred Stock;

               (iii) amend or waive any provision of this Certificate or the
Corporation's By-Laws, whether by merger, consolidation, reclassification or
otherwise, that affects the rights of the holders of the Series A Preferred
Stock; or

               (iv) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities at a per share price less than the Series A Conversion
Price then in effect.

          (b) Series B Preferred Stock. So long as any shares of Series B
Preferred Stock remain outstanding, the Corporation shall not, without the
approval by vote or written consent of the holders of at least a majority of the
then outstanding shares of Series B Preferred Stock, voting as a separate class:


                                       16



               (i) amend, alter or repeal any provision of, or add any provision
to, this Certificate, whether by merger, consolidation, reclassification or
otherwise, if such action would alter or change the rights, preferences,
privileges or powers of the Series B Preferred Stock;

               (ii) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities which has a preference over or being on a parity with
the Series B Preferred Stock in any respect or issue any additional shares of
Series B Preferred Stock;

               (iii) amend or waive any provision of this Certificate or the
Corporation's By-Laws, whether by merger, consolidation, reclassification or
otherwise, that affects the rights of the holders of the Series B Preferred
Stock; or

               (iv) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities at a per share price less than the Series B Conversion
Price then in effect.

          (c) Series C Preferred Stock. So long as any shares of Series C
Preferred Stock remain outstanding, the Corporation shall not, without the
approval by vote or written consent of the holders of at least a majority of the
then outstanding shares of Series C Preferred Stock, voting as a separate class:

               (i) amend, alter or repeal any provision of, or add any provision
to, this Certificate, whether by merger, consolidation, reclassification or
otherwise, if such action would alter or change the rights, preferences,
privileges or powers of the Series C Preferred Stock;

               (ii) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities which has a preference over or being on a parity with
the Series C Preferred Stock in any respect or issue any additional shares of
Series C Preferred Stock;

               (iii) amend or waive any provision of this Certificate or the
Corporation's By-Laws, whether by merger, consolidation, reclassification or
otherwise, that affects the rights of the holders of the Series C Preferred
Stock; or

               (iv) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities at a per share price less than the Series C Conversion
Price then in effect.

          (d) Series D Preferred Stock. So long as any shares of Series D
Preferred Stock remain outstanding, the Corporation shall not, without the
approval by vote or written consent of the holders of at least a majority of the
then outstanding shares of Series D Preferred Stock, voting as a separate class:

               (i) amend, alter or repeal any provision of, or add any provision
to, this Certificate, whether by merger, consolidation, reclassification or
otherwise, if such action


                                       17



would alter or change the rights, preferences, privileges or powers of the
Series D Preferred Stock;

               (ii) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities which has a preference over or being on a parity with
the Series D Preferred Stock in any respect or issue any additional shares of
Series D Preferred Stock;

               (iii) amend or waive any provision of this Certificate or the
Corporation's By-Laws, whether by merger, consolidation, reclassification or
otherwise, that affects the rights of the holders of the Series D Preferred
Stock; or

               (iv) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities at a per share price less than the Series D Conversion
Price then in effect.

          (e) Series E Preferred Stock. So long as any shares of Series E
Preferred Stock remain outstanding, the Corporation shall not, without the
approval by vote or written consent of the holders of at least a majority of the
then outstanding shares of Series E Preferred Stock, voting as a separate class:

               (i) amend, alter or repeal any provision of, or add any provision
to, this Certificate, whether by merger, consolidation, reclassification or
otherwise, if such action would alter or change the rights, preferences,
privileges or powers of the Series E Preferred Stock;

               (ii) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities which has a preference over or being on a parity with
the Series E Preferred Stock in any respect or issue any additional shares of
Series E Preferred Stock;

               (iii) amend or waive any provision of this Certificate or the
Corporation's By-Laws, whether by merger, consolidation, reclassification or
otherwise, that affects the rights of the holders of the Series E Preferred
Stock; or

               (iv) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities at a per share price less than the Series E Conversion
Price then in effect.

          (f) Series F Preferred Stock. So long as any shares of Series F
Preferred Stock remain outstanding, the Corporation shall not, without the
approval by vote or written consent of the holders of at least a majority of the
then outstanding shares of Series F Preferred Stock, voting as a separate class:

               (i) amend, alter or repeal any provision of, or add any provision
to, this Certificate, whether by merger, consolidation, reclassification or
otherwise, if such action


                                       18



would alter or change the rights, preferences, privileges or powers of the
Series F Preferred Stock;

               (ii) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities which has a preference over or being on a parity with
the Series F Preferred Stock in any respect or issue any additional shares of
Series F Preferred Stock;

               (iii) amend or waive any provision of this Certificate or the
Corporation's By-Laws, whether by merger, consolidation, reclassification or
otherwise, that affects the rights of the holders of the Series F Preferred
Stock; or

               (iv) create, obligate itself to create, authorize or issue
(whether by merger, consolidation, reclassification or otherwise) any new class
or classes of securities at a per share price less than the Series F Conversion
Price then in effect.

          (g) Series Preferred Stock. So long as any shares of Series Preferred
Stock remain outstanding, the Corporation shall not, without the approval by
vote or written consent of the holders of at least a majority of the then
outstanding shares of Series Preferred Stock, voting together as a single class
on an As Converted Basis:

               (i) apply any of its assets to the redemption, retirement,
purchase or other acquisition of any of the outstanding capital stock of the
Corporation, except for the repurchase of (A) shares from employees, directors
or consultants pursuant to the terms of agreements providing for the original
issuance of such capital stock (or options to purchase such capital stock), with
the approval of the Board of Directors, provided that such repurchases by the
Corporation do not exceed $100,000 in the aggregate in any one fiscal year and
(B) shares of Common Stock pursuant to the exercise by the Corporation of its
right of first refusal under Section 2.2 of the Fifth Amended and Restated
Stockholders Agreement, dated on or about November 10, 2004, by and among the
Corporation and the stockholders named therein, as amended from time to time;

               (ii) liquidate, dissolve or wind up its affairs, or sell all or
substantially all of the assets of the Corporation, or merge or consolidate the
Corporation with or into any entity other than in the case where stockholders of
the Corporation immediately prior to such merger or consolidation have the
voting power to elect a majority of the members of the board of directors (or,
in the case of a non-corporate entity, a majority of the members of the
governing body) of the surviving entity;

               (iii) declare or pay any dividends or make any distributions in
cash, property or securities of the Corporation with respect to any shares of
its Common Stock, Series Preferred Stock or any other class of its capital stock
(other than dividends payable solely in Common Stock);

               (iv) increase or decrease the total number of authorized shares
of Common Stock (other than to increase such authorized shares (A) in connection
with the


                                       19



reservation of an additional number of shares of Common Stock under the stock
option or stock issuance plans approved by the Board of Directors and the
Corporation's stockholders or (B) to effect the Corporation's initial public
offering of its Common Stock) or shares of Series Preferred Stock;

               (v) effect a recapitalization or reclassification of its capital
stock;

               (vi) increase the size of the Board of Directors to more than
nine (9);

               (vii) authorize any subsidiary of the Corporation to sell, issue
or transfer any class or series of stock of such subsidiary to any third party;

               (viii) authorize the Corporation, or any subsidiary of the
Corporation to (A) form a general or limited partnership or joint venture, (B)
become the holder of a minority interest in any entity or (C) create a new
subsidiary of the Corporation that is not wholly owned by the Corporation;

               (ix) sell any division or line of business of the Corporation
whether by sale, merger, consolidation or otherwise;

               (x) sell any rights in or to intellectual property of the
Corporation other than pursuant to licenses or similar arrangements entered into
in the ordinary course of business; or

               (xi) grant an exclusive license of all or a substantial portion
of the intellectual property of the Corporation to any party other than a
subsidiary.

          6. No Reissuance of Series Preferred Stock. No share or shares of the
Series Preferred Stock acquired by the Corporation by reason of redemption,
purchase, conversion or otherwise shall be reissued, and all such shares shall
be canceled, retired and eliminated from the shares which the Corporation shall
be authorized to issue. The Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce the authorized number
of shares of the Series Preferred Stock accordingly.

          7. Notices of Record Date. In the event (i) the Corporation
establishes a record date to determine the holders of any class of securities
who are entitled to receive any dividend or other distribution or (ii) there
occurs any capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation, any merger or
consolidation of the Corporation, any acquisition of the Corporation, any
transfer of all or substantially all of the assets of the Corporation to any
other Corporation entity or person, any sale of a majority of the voting
securities of the Corporation in one or a series of related transactions or any
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation, the Corporation shall mail to each holder of Series Preferred Stock
at least ten (10) days prior to the record date specified therein, a notice
specifying (A) the date of such record date for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date on
which any such reorganization, reclassification, transfer,


                                       20



consolidation, merger, acquisition, sale, dissolution, liquidation or winding up
is expected to become effective, and (c) the time, if any, that is to be fixed,
as to when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other securities) for
securities or other property deliverable upon such reorganization,
reclassification, transfer, consolidation, merger, acquisition, sale,
dissolution, liquidation or winding up.

          8. Certain Definitions. The following capitalized terms, as used
herein, shall have the meanings set forth below.

          (a) An "Affiliate" of any Person means a Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with the first mentioned Person. A Person shall be deemed
to control another Person if such first Person possesses directly or indirectly
the power to direct, or cause the direction of, the management and policies of
the second Person, whether through the ownership of voting securities, by
contract or otherwise.

          (b) "Common Stock Outstanding" shall mean the aggregate of all Common
Stock outstanding and all Common Stock issuable upon conversion of all
outstanding Convertible Securities and Common Stock issuable upon exercise of
all Stock Rights (but excluding any treasury shares).

          (c) "Convertible Securities" means evidences of indebtedness, shares
of stock or other securities (including, without limitation, Preferred Stock)
which are convertible into or exchangeable for, with or without payment of
additional consideration, shares of Common Stock, either immediately or upon the
arrival of a specified date or the happening of a specified event or both.

          (d) "Director" means a member of the Board of Directors of the
Corporation.

          (e) "Fair Market Value" means with respect to a share of Common Stock
on any given date:

               (i) if shares of Common Stock are being sold pursuant to a public
     offering under an effective registration statement under the Securities Act
     of 1933, as amended which has been declared effective by the Securities and
     Exchange Commission and Fair Market Value is being determined as of the
     closing of the public offering, the per share "price to public" specified
     for such shares in the final prospectus for such public offering;

               (ii) if shares of Common Stock are then listed or admitted to
     trading on any national securities exchange or traded on any national
     market system and Fair Market Value is not being determined as of the time
     described in clause (i) of this definition, the average of the daily
     closing prices for the five trading days before such date. The closing
     price for each day shall be the last sale price on such date or, if no such
     sale takes place on such date, the average of the closing bid and asked
     prices on such date, in each case as


                                       21



     officially reported on the principal national securities exchange or
     national market system on which such shares are then listed, admitted to
     trading or traded;

               (iii) if no shares of Common Stock are then listed or admitted to
     trading on any national securities exchange or traded on any national
     market system or being offered to the public pursuant to a registration
     described in clause (i) of this definition, the average of the reported
     closing bid and asked prices thereof on such date in the over-the-counter
     market as reported by the National Association of Securities Dealers, Inc.
     or, if such reports are not then available, as published by the National
     Quotation Bureau, Incorporated or any similar successor organization; or

               (iv) if no shares of Common Stock are then listed or admitted to
     trading on any national securities exchange or traded on any national
     market system, if no closing bid and asked prices thereof are then so
     quoted or published in the over-the-counter market and if no such shares
     are being offered to the public pursuant to a registration described in
     clause (i) of this definition, the Fair Market Value of a share of such
     equity security shall be the fair market value thereof as reasonably
     determined by the Corporation's Board of Directors, acting in good faith.

          (f) "Independent Third Party" means as of any date of determination
any Person or group (as such term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended) who (i) does not own 20% or more of the Common
Stock Outstanding and who is not an Affiliate of any such 20% or more owner of
Common Stock Outstanding and (ii) is not the Affiliate of any of Colin Angle,
Helen Greiner, Rodney Brooks or any Person employed by the Corporation within
five years prior to the date of determination.

          (g) "Predecessor Corporation" means IS Robotics, Inc., a Massachusetts
corporation.

          (h) "Stock Right" means any right, warrant or option to subscribe for
or purchase shares of Common Stock or Convertible Securities and any shares of
Common Stock from time to time reserved by the Corporation for issuance as
options or stock awards pursuant to any stock or option plan of the Corporation
approved by the Board of Directors.

                         C. UNDESIGNATED PREFERRED STOCK

     The Board of Directors or any authorized committee thereof is expressly
authorized, to the fullest extent permitted by law, to provide for the issuance
of the shares of Undesignated Preferred Stock in one or more series of such
stock, and by filing a certificate pursuant to applicable law of the State of
Delaware, to establish or change from time to time the number of shares of each
such series, and to fix the designations, powers, including voting powers, full
or limited, or no voting powers, preferences and the relative, participating,
optional or other special rights of the shares of each series and any
qualifications, limitations and restrictions thereof.


                                       22



                                    ARTICLE V

                               STOCKHOLDER ACTION

     1. Action without Meeting. Except as otherwise provided herein, any action
required or permitted to be taken by the stockholders of the Corporation at any
annual or special meeting of stockholders of the Corporation must be effected at
a duly called annual or special meeting of stockholders and may not be taken or
effected by a written consent of stockholders in lieu thereof.

     2. Special Meetings. Except as otherwise required by statute and subject to
the rights, if any, of the holders of any series of Undesignated Preferred
Stock, special meetings of the stockholders of the Corporation may be called
only by the Board of Directors acting pursuant to a resolution approved by the
affirmative vote of a majority of the Directors then in office. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation.

                                   ARTICLE VI

                                    DIRECTORS

     1. General. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors except as otherwise provided
herein or required by law.

     2. Election of Directors. Election of Directors need not be by written
ballot unless the By-laws of the Corporation (the "By-laws") shall so provide.

     3. Number of Directors; Term of Office. The number of Directors of the
Corporation shall be fixed solely and exclusively by resolution duly adopted
from time to time by the Board of Directors. The Directors, other than those who
may be elected by the holders of any series or class of Preferred Stock, shall
be classified, with respect to the term for which they severally hold office,
into three classes, as nearly equal in number as reasonably possible. The
initial Class I Directors of the Corporation shall be Colin M. Angle and Ronald
Chwang; the initial Class II Directors of the Corporation shall be Helen
Greiner, George C. McNamee and Peter Meekin; and the initial Class III Directors
of the Corporation shall be Rodney A. Brooks, Andrea Geisser and Jacques S.
Gansler. The initial Class I Directors shall serve for a term expiring at the
annual meeting of stockholders to be held in 2006, the initial Class II
Directors shall serve for a term expiring at the annual meeting of stockholders
to be held in 2007, and the initial Class III Directors shall serve for a term
expiring at the annual meeting of stockholders to be held in 2008. At each
annual meeting of stockholders, Directors elected to succeed those Directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Notwithstanding
the foregoing, the Directors elected to each class shall hold office until their
successors are duly elected and qualified or until their earlier resignation,
death or removal.


                                       23



     Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article IV of this Certificate, the holders of any one or more series or class
of Preferred Stock shall have the right, voting separately as a series or
together with holders of other such series, to elect Directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate and any certificate of designations applicable
thereto.

     4. Vacancies. Subject to the rights, if any, of the holders of any series
or class of Preferred Stock to elect Directors and to fill vacancies in the
Board of Directors relating thereto, any and all vacancies in the Board of
Directors, however occurring, including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a Director, shall be filled solely and
exclusively by the affirmative vote of a majority of the remaining Directors
then in office, even if less than a quorum of the Board of Directors, and not by
the stockholders. Any Director appointed in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
Directors in which the new directorship was created or the vacancy occurred and
until such Director's successor shall have been duly elected and qualified or
until his or her earlier resignation, death or removal. Subject to the rights,
if any, of the holders of any series or class of Preferred Stock to elect
Directors, when the number of Directors is increased or decreased, the Board of
Directors shall, subject to Article VI.3 hereof, determine the class or classes
to which the increased or decreased number of Directors shall be apportioned;
provided, however, that no decrease in the number of Directors shall shorten the
term of any incumbent Director.

     5. Removal. Subject to the rights, if any, of any series or class of
Preferred Stock to elect Directors and to remove any Director whom the holders
of any such stock have the right to elect, any Director (including persons
elected by Directors to fill vacancies in the Board of Directors) may be removed
from office (i) only with cause and (ii) only by the affirmative vote of the
holders of 75% or more of the shares then entitled to vote at an election of
Directors. At least forty-five (45) days prior to any meeting of stockholders at
which it is proposed that any Director be removed from office, written notice of
such proposed removal and the alleged grounds thereof shall be sent to the
Director whose removal will be considered at the meeting.

                                   ARTICLE VII

                             LIMITATION OF LIABILITY

     A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (a) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the DGCL or (d) for any transaction
from which the Director derived an improper personal benefit. If the DGCL is
amended after the effective date of this Certificate to authorize corporate
action further eliminating or limiting the personal


                                       24



liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.

     Any repeal or modification of this Article VII by either of (i) the
stockholders of the Corporation or (ii) an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such repeal or
modification with respect to any acts or omissions occurring before such repeal
or modification of a person serving as a Director at the time of such repeal or
modification.

                                  ARTICLE VIII

                              AMENDMENT OF BY-LAWS

     1. Amendment by Directors. Except as otherwise provided by law, the By-laws
of the Corporation may be amended or repealed by the Board of Directors by the
affirmative vote of a majority of the Directors then in office.

     2. Amendment by Stockholders. The By-laws of the Corporation may be amended
or repealed at any annual meeting of stockholders, or special meeting of
stockholders called for such purpose as provided in the By-laws, by the
affirmative vote of at least 75% of the outstanding shares entitled to vote on
such amendment or repeal, voting together as a single class; provided, however,
that if the Board of Directors recommends that stockholders approve such
amendment or repeal at such meeting of stockholders, such amendment or repeal
shall only require the affirmative vote of the majority of the outstanding
shares entitled to vote on such amendment or repeal, voting together as a single
class.

                                   ARTICLE IX

                    AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to amend or repeal this Certificate in
the manner now or hereafter prescribed by statute and this Certificate, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Whenever any vote of the holders of voting stock is required to
amend or repeal any provision of this Certificate, and in addition to any other
vote of holders of voting stock that is required by this Certificate or by law,
such amendment or repeal shall require the affirmative vote of the majority of
the outstanding shares entitled to vote on such amendment or repeal, and the
affirmative vote of the majority of the outstanding shares of each class
entitled to vote thereon as a class, at a duly constituted meeting of
stockholders called expressly for such purpose; provided, however, that the
affirmative vote of not less than 75% of the outstanding shares entitled to vote
on such amendment or repeal, and the affirmative vote of not less than 75% of
the outstanding shares of each class entitled to vote thereon as a class, shall
be required to amend or repeal any provision of Article V, Article VI, Article
VII, Article VIII or Article IX of this Certificate.

                                  [End of Text]


                                       25



     THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of
this ____ day of __________, 2005.

                                        IROBOT CORPORATION


                                        By:
                                            ------------------------------------
                                            Colin Angle,
                                            Chief Executive Officer

                                                                     Exhibit 3.2

                                     SECOND
                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               IROBOT CORPORATION

     iRobot Corporation, a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:

     1. The name of the Corporation is iRobot Corporation. The date of the
filing of its original Certificate of Incorporation with the Secretary of State
of the State of Delaware was December 20, 2000 (the "Original Certificate"). The
name under which the Corporation filed the Original Certificate was iRobot
Corporation.

     2. This Second Amended and Restated Certificate of Incorporation (the
"Certificate") amends, restates and integrates the provisions of the Amended and
Restated Certificate of Incorporation that was filed with the Secretary of State
of the State of Delaware on [DATE] (the "Amended and Restated Certificate"), and
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the Delaware General Corporation Law (the "DGCL").

     3. The text of the Amended and Restated Certificate is hereby amended and
restated in its entirety to provide as herein set forth in full.

                                    ARTICLE I

     The name of the Corporation is iRobot Corporation.

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of
Wilmington 19808, County of New Castle. The name of its registered agent at such
address is Corporation Service Company.

                                   ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.



                                   ARTICLE IV

                                  CAPITAL STOCK

     The total number of shares of capital stock which the Corporation shall
have authority to issue is One Hundred Five Million (105,000,000) shares, of
which (i) One Hundred Million (100,000,000) shares shall be a class designated
as common stock, par value $0.01 per share (the "Common Stock"), and (ii) Five
Million (5,000,000) shares shall be a class designated as undesignated preferred
stock, par value $0.01 per share (the "Undesignated Preferred Stock").

     The number of authorized shares of the class of Common Stock and
Undesignated Preferred Stock may from time to time be increased or decreased
(but not below the number of shares outstanding) by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock entitled to
vote, without a vote of the holders of the Undesignated Preferred Stock (except
as otherwise provided in any certificate of designations of any series of
Undesignated Preferred Stock).

     The powers, preferences and rights of, and the qualifications, limitations
and restrictions upon, each class or series of stock shall be determined in
accordance with, or as set forth below in, this Article IV.

                                 A. COMMON STOCK

     Subject to all the rights, powers and preferences of the Undesignated
Preferred Stock and except as provided by law or in this Article IV (or in any
certificate of designations of any series of Undesignated Preferred Stock):

               (a) the holders of the Common Stock shall have the exclusive
right to vote for the election of directors of the Corporation (the "Directors")
and on all other matters requiring stockholder action, each outstanding share
entitling the holder thereof to one vote on each matter properly submitted to
the stockholders of the Corporation for their vote; provided, however, that,
except as otherwise required by law, holders of Common Stock, as such, shall not
be entitled to vote on any amendment to this Certificate (or on any amendment to
a certificate of designations of any series of Undesignated Preferred Stock)
that alters or changes the powers, preferences, rights or other terms of one or
more outstanding series of Undesignated Preferred Stock if the holders of such
affected series are entitled to vote, either separately or together with the
holders of one or more other such series, on such amendment pursuant to this
Certificate (or pursuant to a certificate of designations of any series of
Undesignated Preferred Stock) or pursuant to the DGCL;

               (b) dividends may be declared and paid or set apart for payment
upon the Common Stock out of any assets or funds of the Corporation legally
available for the payment of dividends, but only when and as declared by the
Board or any authorized committee thereof; and


                                        2



               (c) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the net assets of the Corporation shall be
distributed pro rata to the holders of the Common Stock.

                         B. UNDESIGNATED PREFERRED STOCK

     The Board of Directors or any authorized committee thereof is expressly
authorized, to the fullest extent permitted by law, to provide for the issuance
of the shares of Undesignated Preferred Stock in one or more series of such
stock, and by filing a certificate pursuant to applicable law of the State of
Delaware, to establish or change from time to time the number of shares of each
such series, and to fix the designations, powers, including voting powers, full
or limited, or no voting powers, preferences and the relative, participating,
optional or other special rights of the shares of each series and any
qualifications, limitations and restrictions thereof.

                                    ARTICLE V

                               STOCKHOLDER ACTION

     1. Action without Meeting. Except as otherwise provided herein, any action
required or permitted to be taken by the stockholders of the Corporation at any
annual or special meeting of stockholders of the Corporation must be effected at
a duly called annual or special meeting of stockholders and may not be taken or
effected by a written consent of stockholders in lieu thereof.

     2. Special Meetings. Except as otherwise required by statute and subject to
the rights, if any, of the holders of any series of Undesignated Preferred
Stock, special meetings of the stockholders of the Corporation may be called
only by the Board of Directors acting pursuant to a resolution approved by the
affirmative vote of a majority of the Directors then in office. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation.

                                   ARTICLE VI

                                    DIRECTORS

     1. General. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors except as otherwise provided
herein or required by law.

     2. Election of Directors. Election of Directors need not be by written
ballot unless the By-laws of the Corporation (the "By-laws") shall so provide.

     3. Number of Directors; Term of Office. The number of Directors of the
Corporation shall be fixed solely and exclusively by resolution duly adopted
from time to time by the Board of Directors. The Directors, other than those who
may be elected by the holders of


                                        3



any series of Undesignated Preferred Stock, shall be classified, with respect to
the term for which they severally hold office, into three classes, as nearly
equal in number as reasonably possible. The initial Class I Directors of the
Corporation shall be Colin M. Angle and Ronald Chwang; the initial Class II
Directors of the Corporation shall be Helen Greiner, George C. McNamee and Peter
Meekin; and the initial Class III Directors of the Corporation shall be Rodney
A. Brooks, Andrea Geisser and Jacques S. Gansler. The initial Class I Directors
shall serve for a term expiring at the annual meeting of stockholders to be held
in 2006, the initial Class II Directors shall serve for a term expiring at the
annual meeting of stockholders to be held in 2007, and the initial Class III
Directors shall serve for a term expiring at the annual meeting of stockholders
to be held in 2008. At each annual meeting of stockholders, Directors elected to
succeed those Directors whose terms expire shall be elected for a term of office
to expire at the third succeeding annual meeting of stockholders after their
election. Notwithstanding the foregoing, the Directors elected to each class
shall hold office until their successors are duly elected and qualified or until
their earlier resignation, death or removal.

     Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article IV of this Certificate, the holders of any one or more series of
Undesignated Preferred Stock shall have the right, voting separately as a series
or together with holders of other such series, to elect Directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate and any certificate of designations applicable
thereto.

     4. Vacancies. Subject to the rights, if any, of the holders of any series
of Undesignated Preferred Stock to elect Directors and to fill vacancies in the
Board of Directors relating thereto, any and all vacancies in the Board of
Directors, however occurring, including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a Director, shall be filled solely and
exclusively by the affirmative vote of a majority of the remaining Directors
then in office, even if less than a quorum of the Board of Directors, and not by
the stockholders. Any Director appointed in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
Directors in which the new directorship was created or the vacancy occurred and
until such Director's successor shall have been duly elected and qualified or
until his or her earlier resignation, death or removal. Subject to the rights,
if any, of the holders of any series of Undesignated Preferred Stock to elect
Directors, when the number of Directors is increased or decreased, the Board of
Directors shall, subject to Article VI.3 hereof, determine the class or classes
to which the increased or decreased number of Directors shall be apportioned;
provided, however, that no decrease in the number of Directors shall shorten the
term of any incumbent Director. In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, shall
exercise the powers of the full Board of Directors until the vacancy is filled.

     5. Removal. Subject to the rights, if any, of any series of Undesignated
Preferred Stock to elect Directors and to remove any Director whom the holders
of any such stock have the right to elect, any Director (including persons
elected by Directors to fill vacancies in the Board of Directors) may be removed
from office (i) only with cause and (ii) only by the affirmative


                                        4



vote of the holders of 75% or more of the shares then entitled to vote at an
election of Directors. At least forty-five (45) days prior to any meeting of
stockholders at which it is proposed that any Director be removed from office,
written notice of such proposed removal and the alleged grounds thereof shall be
sent to the Director whose removal will be considered at the meeting.

                                   ARTICLE VII

                             LIMITATION OF LIABILITY

     A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (a) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the DGCL or (d) for any transaction
from which the Director derived an improper personal benefit. If the DGCL is
amended after the effective date of this Certificate to authorize corporate
action further eliminating or limiting the personal liability of Directors, then
the liability of a Director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the DGCL, as so amended.

     Any repeal or modification of this Article VII by either of (i) the
stockholders of the Corporation or (ii) an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such repeal or
modification with respect to any acts or omissions occurring before such repeal
or modification of a person serving as a Director at the time of such repeal or
modification.

                                  ARTICLE VIII

                              AMENDMENT OF BY-LAWS

     1. Amendment by Directors. Except as otherwise provided by law, the By-laws
of the Corporation may be amended or repealed by the Board of Directors by the
affirmative vote of a majority of the Directors then in office.

     2. Amendment by Stockholders. The By-laws of the Corporation may be amended
or repealed at any annual meeting of stockholders, or special meeting of
stockholders called for such purpose as provided in the By-laws, by the
affirmative vote of at least 75% of the outstanding shares entitled to vote on
such amendment or repeal, voting together as a single class; provided, however,
that if the Board of Directors recommends that stockholders approve such
amendment or repeal at such meeting of stockholders, such amendment or repeal
shall only require the affirmative vote of the majority of the outstanding
shares entitled to vote on such amendment or repeal, voting together as a single
class.


                                        5



                                   ARTICLE IX

                    AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to amend or repeal this Certificate in
the manner now or hereafter prescribed by statute and this Certificate, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Whenever any vote of the holders of voting stock is required to
amend or repeal any provision of this Certificate, and in addition to any other
vote of holders of voting stock that is required by this Certificate or by law,
such amendment or repeal shall require the affirmative vote of the majority of
the outstanding shares entitled to vote on such amendment or repeal, and the
affirmative vote of the majority of the outstanding shares of each class
entitled to vote thereon as a class, at a duly constituted meeting of
stockholders called expressly for such purpose; provided, however, that the
affirmative vote of not less than 75% of the outstanding shares entitled to vote
on such amendment or repeal, and the affirmative vote of not less than 75% of
the outstanding shares of each class entitled to vote thereon as a class, shall
be required to amend or repeal any provision of Article V, Article VI, Article
VII, Article VIII or Article IX of this Certificate.

                                  [End of Text]


                                        6



     THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of
this ____ day of __________, 2005.

                                        IROBOT CORPORATION


                                        By:
                                            ------------------------------------
                                            Colin Angle,
                                            Chief Executive Officer

                                                                     Exhibit 3.3

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                               IROBOT CORPORATION

                               (the "Corporation")

                                    ARTICLE I

                                  Stockholders

     SECTION 1. Annual Meeting. The annual meeting of stockholders (any such
meeting being referred to in these By-laws as an "Annual Meeting") shall be held
at the hour, date and place within or without the United States which is fixed
by the Board of Directors, which time, date and place may subsequently be
changed at any time by vote of the Board of Directors. If no Annual Meeting has
been held for a period of thirteen months after the Corporation's last Annual
Meeting, a special meeting in lieu thereof may be held, and such special meeting
shall have, for the purposes of these By-laws or otherwise, all the force and
effect of an Annual Meeting. Any and all references hereafter in these By-laws
to an Annual Meeting or Annual Meetings also shall be deemed to refer to any
special meeting(s) in lieu thereof.

     SECTION 2. Notice of Stockholder Business and Nominations.

     (a) Annual Meetings of Stockholders.

          (1) Nominations of persons for election to the Board of Directors of
     the Corporation and the proposal of business to be considered by the
     stockholders may be made at an Annual Meeting (a) pursuant to the
     Corporation's notice of meeting, (b) by or at the direction of the Board of
     Directors or (c) by any stockholder of the Corporation who was a
     stockholder of record at the time of giving of notice provided for in this
     By-law, who is entitled to vote at the meeting, who is present (in person
     or by proxy) at the meeting and who complies with the notice procedures set
     forth in this By-law. In addition to the other requirements set forth in
     this By-law, for any proposal of business to be considered at an Annual
     Meeting, it must be a proper subject for action by stockholders of the
     Corporation under Delaware law.

          (2) For nominations or other business to be properly brought before an
     Annual Meeting by a stockholder pursuant to clause (c) of paragraph (a)(1)
     of this By-law, the stockholder must have given timely notice thereof in
     writing to the Secretary of the Corporation. To be timely, a stockholder's
     notice shall be delivered to the Secretary at the principal executive
     offices of the Corporation not later than the close of business on the 90th
     day nor earlier than the close of business on the 120th day prior to the
     first anniversary of the preceding year's Annual Meeting; provided,
     however, that in the event



     that the date of the Annual Meeting is advanced by more than 30 days before
     or delayed by more than 60 days after such anniversary date, notice by the
     stockholder to be timely must be so delivered not later than the close of
     business on the later of the 90th day prior to such Annual Meeting or the
     10th day following the day on which public announcement of the date of such
     meeting is first made. Notwithstanding anything to the contrary provided
     herein, for the first Annual Meeting following the initial public offering
     of common stock of the Corporation, a stockholder's notice shall be timely
     if delivered to the Secretary at the principal executive offices of the
     Corporation not later than the close of business on the later of the 90th
     day prior to the scheduled date of such Annual Meeting or the 10th day
     following the day on which public announcement of the date of such Annual
     Meeting is first made or sent by the Corporation. Such stockholder's notice
     shall set forth: (a) as to each person whom the stockholder proposes to
     nominate for election or reelection as a director, all information relating
     to such person that is required to be disclosed in solicitations of proxies
     for election of directors in an election contest, or is otherwise required,
     in each case pursuant to Regulation 14A under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act") (including such person's written
     consent to being named in the proxy statement as a nominee and to serving
     as a director if elected); (b) as to any other business that the
     stockholder proposes to bring before the meeting, a brief description of
     the business desired to be brought before the meeting, the reasons for
     conducting such business at the meeting, any material interest in such
     business of such stockholder and the beneficial owner, if any, on whose
     behalf the proposal is made, and the names and addresses of other
     stockholders known by the stockholder proposing such business to support
     such proposal, and the class and number of shares of the Corporation's
     capital stock beneficially owned by such other stockholders; and (c) as to
     the stockholder giving the notice and the beneficial owner, if any, on
     whose behalf the nomination or proposal is made (i) the name and address of
     such stockholder, as they appear on the Corporation's books, and of such
     beneficial owner, and (ii) the class and number of shares of the
     Corporation which are owned beneficially and of record by such stockholder
     and such beneficial owner; (iii) a description of all arrangements or
     understanding between such beneficial owner and each proposed nominee and
     any other person or persons (including their names) pursuant to which the
     nomination(s) are to be made; and (iv) a representation whether the
     beneficial owner intends or is part of a group that intends (x) to deliver
     a proxy statement and/or form of proxy to holders of at least the
     percentage of the corporation's outstanding capital stock requirement to
     elect the nominee and/or (y) otherwise to solicit proxies from stockholders
     in support of such nomination.

          (3) Notwithstanding anything in the second sentence of paragraph
     (a)(2) of this By-law to the contrary, in the event that the number of
     directors to be elected to the Board of Directors of the Corporation is
     increased and there is no public announcement naming all of the nominees
     for director or specifying the size of the increased Board of Directors
     made by the Corporation at least 85 days prior to the first anniversary of
     the preceding year's Annual Meeting, a stockholder's notice required by
     this By-law shall also be considered timely, but only with respect to
     nominees for any new positions created by such increase, if it shall be
     delivered to the Secretary at the principal executive offices of the
     Corporation not later than the close of business on the 10th day following
     the day on which such public announcement is first made by the Corporation.


                                       2



     (b) General.

          (1) Only such persons who are nominated in accordance with the
     provisions of this By-law shall be eligible for election and to serve as
     directors and only such business shall be conducted at an Annual Meeting as
     shall have been brought before the meeting in accordance with the
     provisions of this By-law. The Board of Directors or a designated committee
     thereof shall have the power to determine whether a nomination or any
     business proposed to be brought before the meeting was made in accordance
     with the provisions of this By-law. If neither the Board of Directors nor
     such designated committee makes a determination as to whether any
     stockholder proposal or nomination was made in accordance with the
     provisions of this By-law, the presiding officer of the Annual Meeting
     shall have the power and duty to determine whether the stockholder proposal
     or nomination was made in accordance with the provisions of this By-law. If
     the Board of Directors or a designated committee thereof or the presiding
     officer, as applicable, determines that any stockholder proposal or
     nomination was not made in accordance with the provisions of this By-law,
     such proposal or nomination shall be disregarded and shall not be presented
     for action at the Annual Meeting.

          (2) Except as otherwise required by law, nothing in this Section 2
     shall obligate the Corporation or the Board of Directors to include in any
     proxy statement or other stockholder communication distributed on behalf of
     the Corporation or the Board of Directors information with respect to any
     nominee for director submitted by a stockholder.

          (3) Notwithstanding the foregoing provisions of this Section 2, if the
     stockholder (or a qualified representative of the stockholder) does not
     appear at the annual or special meeting of stockholders of the Corporation
     to present a nomination, such nomination shall be disregarded,
     notwithstanding the proxies in respect of such vote may have been received
     by the Corporation. For purposes of this Section 2, to be considered a
     qualified representative of the stockholder, a person must be authorized by
     a written instrument executed by such stockholder or an electronic
     transmission delivered by such stockholder to act for such stockholder as
     proxy at the meeting of stockholders and such person must produce such
     written instrument or electronic transmission, or a reliable reproduction
     of the written instrument or electronic transmission, at the meeting of the
     stockholder.

          (4) For purposes of this By-law, "public announcement" shall mean
     disclosure in a press release reported by the Dow Jones News Service,
     Associated Press or comparable national news service or in a document
     publicly filed by the Corporation with the Securities and Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (5) Notwithstanding the foregoing provisions of this By-law, a
     stockholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this By-law. Nothing in this By-law shall be deemed to
     affect any rights of (i) stockholders to request inclusion of proposals in
     the Corporation's proxy statement pursuant to Rule 14a-8 under the


                                       3



     Exchange Act or (ii) the holders of any series of Undesignated Preferred
     Stock to elect directors under specified circumstances.

     SECTION 3. Special Meetings. Except as otherwise required by statute and
subject to the rights, if any, of the holders of any series of Undesignated
Preferred Stock, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors acting pursuant to a resolution approved
by the affirmative vote of a majority of the Directors then in office. Only
those matters set forth in the notice of the special meeting may be considered
or acted upon at a special meeting of stockholders of the Corporation.

     SECTION 4. Notice of Meetings; Adjournments. A notice of each Annual
Meeting stating the hour, date and place, if any, of such Annual Meeting shall
be given not less than ten (10) days nor more than sixty (60) days before the
Annual Meeting, to each stockholder entitled to vote thereat by delivering such
notice to such stockholder or by mailing it, postage prepaid, addressed to such
stockholder at the address of such stockholder as it appears on the
Corporation's stock transfer books.

     Notice of all special meetings of stockholders shall be given in the same
manner as provided for Annual Meetings, except that the notice of all special
meetings shall state the purpose or purposes for which the meeting has been
called.

     Notice of an Annual Meeting or special meeting of stockholders need not be
given to a stockholder if a waiver of notice is executed before or after such
meeting by such stockholder or if such stockholder attends such meeting, unless
such attendance is for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting was not lawfully
called or convened.

     The Board of Directors may postpone and reschedule any previously scheduled
Annual Meeting or special meeting of stockholders and any record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I of these By-laws or otherwise. In no event shall the public
announcement of an adjournment, postponement or rescheduling of any previously
scheduled meeting of stockholders commence a new time period for the giving of a
stockholder's notice under Section 2 of this Article I of these By-laws.

     When any meeting is convened, the presiding officer may adjourn the meeting
if (a) no quorum is present for the transaction of business, (b) the Board of
Directors determines that adjournment is necessary or appropriate to enable the
stockholders to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders,
or (c) the Board of Directors determines that adjournment is otherwise in the
best interests of the Corporation. When any Annual Meeting or special meeting of
stockholders is adjourned to another hour, date or place, notice need not be
given of the adjourned meeting other than an announcement at the meeting at
which the adjournment is taken of the hour, date and


                                       4



place, if any, to which the meeting is adjourned and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting; provided, however, that
if the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting shall be given to each stockholder of record entitled to vote thereat
and each stockholder who, by law or under the Certificate of Incorporation of
the Corporation (as the same may hereafter be amended and/or restated, the
"Certificate") or these By-laws, is entitled to such notice.

     SECTION 5. Quorum. A majority of the shares entitled to vote, present in
person or represented by proxy, shall constitute a quorum at any meeting of
stockholders. If less than a quorum is present at a meeting, the holders of
voting stock representing a majority of the voting power present at the meeting
or the presiding officer may adjourn the meeting from time to time, and the
meeting may be held as adjourned without further notice, except as provided in
Section 4 of this Article I. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     SECTION 6. Voting and Proxies. Stockholders shall have one vote for each
share of stock entitled to vote owned by them of record according to the stock
ledger of the Corporation, unless otherwise provided by law or by the
Certificate. Stockholders may vote either (i) in person, (ii) by written proxy
or (iii) by a transmission permitted by Section 212(c) of the Delaware General
Corporation Law ("DGCL"). Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission permitted by Section 212(c)
of the DGCL may be substituted for or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. Proxies shall be filed in accordance with the
procedures established for the meeting of stockholders. Except as otherwise
limited therein or as otherwise provided by law, proxies authorizing a person to
vote at a specific meeting shall entitle the persons authorized thereby to vote
at any adjournment of such meeting, but they shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by or on behalf of any one of
them unless at or prior to the exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them.

     SECTION 7. Action at Meeting. When a quorum is present at any meeting of
stockholders, any matter before any such meeting (other than an election of a
director or directors) shall be decided by a majority of the votes properly cast
for and against such matter, except where a larger vote is required by law, by
the Certificate or by these By-laws. Any election of directors by stockholders
shall be determined by a plurality of the votes properly cast on the election of
directors.


                                       5



     SECTION 8. Stockholder Lists. The Secretary or an Assistant Secretary (or
the Corporation's transfer agent or other person authorized by these By-laws or
by law) shall prepare and make, at least 10 days before every Annual Meeting or
special meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
a period of at least ten (10) days prior to the meeting in the manner provided
by law. The list shall also be open to the examination of any stockholder during
the whole time of the meeting as provided by law.

     SECTION 9. Presiding Officer. The Chairman of the Board, if one is elected,
or if not elected or in his or her absence, the President, shall preside at all
Annual Meetings or special meetings of stockholders and shall have the power,
among other things, to adjourn such meeting at any time and from time to time,
subject to Sections 5 and 6 of this Article I. The order of business and all
other matters of procedure at any meeting of the stockholders shall be
determined by the presiding officer. SECTION 10. Inspectors of Elections. The
Corporation shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the presiding officer shall appoint one or more
inspectors to act at the meeting. Any inspector may, but need not, be an
officer, employee or agent of the Corporation. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall perform such duties as are
required by the DGCL, including the counting of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors. The presiding
officer may review all determinations made by the inspectors, and in so doing
the presiding officer shall be entitled to exercise his or her sole judgment and
discretion and he or she shall not be bound by any determinations made by the
inspectors. All determinations by the inspectors and, if applicable, the
presiding officer, shall be subject to further review by any court of competent
jurisdiction.

                                   ARTICLE II

                                    Directors

     SECTION 1. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors except as otherwise
provided by the Certificate or required by law.

     SECTION 2. Number and Terms. The number of directors of the Corporation
shall be fixed solely and exclusively by resolution duly adopted from time to
time by the Board of Directors. The directors shall hold office in the manner
provided in the Certificate.


                                       6



     SECTION 3. Qualification. No director need be a stockholder of the
Corporation.

     SECTION 4. Vacancies. Vacancies in the Board of Directors shall be filled
in the manner provided in the Certificate.

     SECTION 5. Removal. Directors may be removed from office only in the manner
provided in the Certificate.

     SECTION 6. Resignation. A director may resign at any time by giving written
notice to the Chairman of the Board, if one is elected, the President or the
Secretary. A resignation shall be effective upon receipt, unless the resignation
otherwise provides.

     SECTION 7. Regular Meetings. The regular annual meeting of the Board of
Directors shall be held, without notice other than this Section 7, on the same
date and at the same place as the Annual Meeting following the close of such
meeting of stockholders. Other regular meetings of the Board of Directors may be
held at such hour, date and place as the Board of Directors may by resolution
from time to time determine and publicize by means of reasonable notice given to
any director who is not present at the meeting at which such resolution is
adopted.

     SECTION 8. Special Meetings. Special meetings of the Board of Directors may
be called, orally or in writing, by or at the request of a majority of the
directors, the Chairman of the Board, if one is elected, or the President. The
person calling any such special meeting of the Board of Directors may fix the
hour, date and place thereof.

     SECTION 9. Notice of Meetings. Notice of the hour, date and place of all
special meetings of the Board of Directors shall be given to each director by
the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the President or such other officer designated by the Chairman of
the Board, if one is elected, or the President. Notice of any special meeting of
the Board of Directors shall be given to each director in person, by telephone,
or by facsimile, electronic mail or other form of electronic communication, sent
to his or her business or home address, at least 24 hours in advance of the
meeting, or by written notice mailed to his or her business or home address, at
least 48 hours in advance of the meeting. Such notice shall be deemed to be
delivered when hand delivered to such address, read to such director by
telephone, deposited in the mail so addressed, with postage thereon prepaid if
mailed, dispatched or transmitted if faxed, telexed or telecopied, or when
delivered to the telegraph company if sent by telegram.

     A written waiver of notice signed before or after a meeting by a director
and filed with the records of the meeting shall be deemed to be equivalent to
notice of the meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because such meeting is not lawfully called or
convened. Except as otherwise required by law, by the Certificate or by these
By-laws, neither


                                       7



the business to be transacted at, nor the purpose of, any meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     SECTION 10. Quorum. At any meeting of the Board of Directors, a majority of
the total number of directors shall constitute a quorum for the transaction of
business, but if less than a quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 9 of
this Article II. Any business which might have been transacted at the meeting as
originally noticed may be transacted at such adjourned meeting at which a quorum
is present. For purposes of this section, the total number of directors includes
any unfilled vacancies on the Board of Directors.

     SECTION 11. Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of the directors present shall
constitute action by the Board of Directors, unless otherwise required by law,
by the Certificate or by these By-laws.

     SECTION 12. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if all
members of the Board of Directors consent thereto in writing or by electronic
transmission and the writing or writings or electronic transmission or
transmissions are filed with the records of the meetings of the Board of
Directors. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form. Such consent shall be treated as a resolution of the Board of
Directors for all purposes.

     SECTION 13. Manner of Participation. Directors may participate in meetings
of the Board of Directors by means of conference telephone or other
communications equipment by means of which all directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-laws.

     SECTION 14. Committees. The Board of Directors, by vote of a majority of
the directors then in office, may elect one or more committees, including,
without limitation, a Compensation Committee, a Nominating & Corporate
Governance Committee and an Audit Committee, and may delegate thereto some or
all of its powers except those which by law, by the Certificate or by these
By-laws may not be delegated. Except as the Board of Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Board of Directors or in such rules, its
business shall be conducted so far as possible in the same manner as is provided
by these By-laws for the Board of Directors. All members of such committees
shall hold such offices at the pleasure of the Board of Directors. The Board of
Directors may abolish any such committee at any time. Any committee to which the
Board of Directors delegates any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors.

     SECTION 15. Compensation of Directors. Directors shall receive such
compensation for their services as shall be determined by a majority of the
Board of Directors, or a designated


                                       8



committee thereof, provided that directors who are serving the Corporation as
employees and who receive compensation for their services as such, shall not
receive any salary or other compensation for their services as directors of the
Corporation.

                                   ARTICLE III

                                    Officers

     SECTION 1. Enumeration. The officers of the Corporation shall consist of a
President, a Treasurer, a Secretary and such other officers, including, without
limitation, a Chairman of the Board of Directors, a Chief Executive Officer and
one or more Vice Presidents (including Executive Vice Presidents or Senior Vice
Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Board of Directors may determine.

     SECTION 2. Election. At the regular annual meeting of the Board of
Directors following the Annual Meeting, the Board of Directors shall elect the
President, the Treasurer and the Secretary. Other officers may be elected by the
Board of Directors at such regular annual meeting of the Board of Directors or
at any other regular or special meeting.

     SECTION 3. Qualification. No officer need be a stockholder or a director.
Any person may occupy more than one office of the Corporation at any time.

     SECTION 4. Tenure. Except as otherwise provided by the Certificate or by
these By-laws, each of the officers of the Corporation shall hold office until
the regular annual meeting of the Board of Directors following the next Annual
Meeting and until his or her successor is elected and qualified or until his or
her earlier resignation or removal.

     SECTION 5. Resignation. Any officer may resign by delivering his or her
written resignation to the Corporation addressed to the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     SECTION 6. Removal. Except as otherwise provided by law, the Board of
Directors may remove any officer with or without cause by the affirmative vote
of a majority of the directors then in office.

     SECTION 7. Absence or Disability. In the event of the absence or disability
of any officer, the Board of Directors may designate another officer to act
temporarily in place of such absent or disabled officer.

     SECTION 8. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.


                                       9



     SECTION 9. President. The President shall, subject to the direction of the
Board of Directors, have such powers and shall perform such duties as the Board
of Directors may from time to time designate.

     SECTION 10. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall have such other powers
and shall perform such other duties as the Board of Directors may from time to
time designate.

     SECTION 11. Chief Executive Officer. The Chief Executive Officer, if one is
elected, shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate. If there is no Chairman of the Board
or if he or she is absent, the Chief Executive Officer shall preside, when
present, at all meetings of stockholders and of the Board of Directors.

     SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice
President (including any Executive Vice President or Senior Vice President) and
any Assistant Vice President shall have such powers and shall perform such
duties as the Board of Directors or the Chief Executive Officer may from time to
time designate.

     SECTION 13. Treasurer and Assistant Treasurers. The Treasurer shall,
subject to the direction of the Board of Directors and except as the Board of
Directors or the Chief Executive Officer may otherwise provide, have general
charge of the financial affairs of the Corporation and shall cause to be kept
accurate books of account. The Treasurer shall have custody of all funds,
securities, and valuable documents of the Corporation. He or she shall have such
other duties and powers as may be designated from time to time by the Board of
Directors or the Chief Executive Officer.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     SECTION 14. Secretary and Assistant Secretaries. The Secretary shall record
all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his or her absence from any such meeting, a temporary secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however, be kept by any transfer or other agent of
the Corporation). The Secretary shall have custody of the seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by his or her signature or that of an Assistant Secretary. The
Secretary shall have such other duties and powers as may be designated from time
to time by the Board of Directors or the Chief Executive Officer. In the absence
of the Secretary, any Assistant Secretary may perform his or her duties and
responsibilities.


                                       10



     Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     SECTION 15. Other Powers and Duties. Subject to these By-laws and to such
limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors or the Chief Executive
Officer.

                                   ARTICLE IV

                                  Capital Stock

     SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the Chairman of the Board of Directors, the President or a Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary. The Corporation seal and the signatures by the
Corporation's officers, the transfer agent or the registrar may be facsimiles.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the time of its issue. Every certificate
for shares of stock which are subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall contain such legend with respect thereto as is
required by law.

     SECTION 2. Transfers. Subject to any restrictions on transfer and unless
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate theretofore properly endorsed or accompanied
by a written assignment or power of attorney properly executed, with transfer
stamps (if necessary) affixed, and with such proof of the authenticity of
signature as the Corporation or its transfer agent may reasonably require.

     SECTION 3. Record Holders. Except as may otherwise be required by law, by
the Certificate or by these By-laws, the Corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to vote with
respect thereto, regardless of any transfer, pledge or other disposition of such
stock, until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-laws.

     SECTION 4. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any


                                       11



rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders, shall, unless
otherwise required by law, not be more than sixty nor less than ten days before
the date of such meeting and (b) in the case of any other action, shall not be
more than sixty days prior to such other action. If no record date is fixed: (i)
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and (ii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     SECTION 5. Replacement of Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.

                                    ARTICLE V

                                 Indemnification

     SECTION 1. Definitions. For purposes of this Article:

     (a) "Corporate Status" describes the status of a person who is serving or
has served (i) as a Director of the Corporation, (ii) as an Officer of the
Corporation, or (iii) as a director, partner, trustee, officer, employee or
agent of any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, foundation, association, organization or
other legal entity which such person is or was serving at the request of the
Corporation. For purposes of this Section 1(a), an Officer or Director of the
Corporation who is serving or has served as a director, partner, trustee,
officer, employee or agent of a Subsidiary shall be deemed to be serving at the
request of the Corporation. Notwithstanding the foregoing, "Corporate Status"
shall not include the status of a person who is serving or has served as a
director, officer, employee or agent of a constituent corporation absorbed in a
merger or consolidation transaction with the Corporation with respect to such
person's activities prior to said transaction, unless specifically authorized by
the Board of Directors or the stockholders of the Corporation;

     (b) "Director" means any person who serves or has served the Corporation as
a director on the Board of Directors of the Corporation;

     (c) "Disinterested Director" means, with respect to each Proceeding in
respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding;

     (d) "Expenses" means all attorneys' fees, retainers, court costs,
transcript costs, fees of expert witnesses, private investigators and
professional advisors (including, without


                                       12



limitation, accountants and investment bankers), travel expenses, duplicating
costs, printing and binding costs, costs of preparation of demonstrative
evidence and other courtroom presentation aids and devices, costs incurred in
connection with document review, organization, imaging and computerization,
telephone charges, postage, delivery service fees, and all other disbursements,
costs or expenses of the type customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, settling or otherwise participating in, a
Proceeding;

     (e) "Liabilities" means judgments, damages, liabilities, losses, penalties,
excise taxes, fines and amounts paid in settlement.

     (f) "Non-Officer Employee" means any person who serves or has served as an
employee or agent of the Corporation, but who is not or was not a Director or
Officer;

     (g) "Officer" means any person who serves or has served the Corporation as
an officer of the Corporation appointed by the Board of Directors of the
Corporation.

     (h) "Proceeding" means any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, inquiry, investigation,
administrative hearing or other proceeding, whether civil, criminal,
administrative, arbitrative or investigative; and

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

     SECTION 2. Indemnification of Directors and Officers.

     (a) Subject to the operation of Section 4 of this Article V of these
By-laws, each Director and Officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment) and to the extent authorized in this Section 2.

          (1) Actions, Suits and Proceedings Other than By or In the Right of
     the Corporation. Each Director and Officer shall be indemnified and held
     harmless by the Corporation against any and all Expenses and Liabilities
     that are incurred or paid by such Director or Officer or on such Director's
     or Officer's behalf in connection with any Proceeding or any claim, issue
     or matter therein (other than an action by or in the right of the
     Corporation), which such Director or Officer is, or is threatened to be
     made, a party to or participant in by reason of such Director's or
     Officer's Corporate Status, if such Director or Officer acted in good faith
     and in a manner such Director or Officer reasonably believed to be in or
     not opposed to the best interests of the Corporation and,


                                       13



     with respect to any criminal proceeding, had no reasonable cause to believe
     his or her conduct was unlawful.

          (2) Actions, Suits and Proceedings By or In the Right of the
     Corporation. Each Director and Officer shall be indemnified and held
     harmless by the Corporation against any and all Expenses that are incurred
     by such Director or Officer or on such Director's or Officer's behalf in
     connection with any Proceeding or any claim, issue or matter therein by or
     in the right of the Company, which such Director or Officer is, or is
     threatened to be made, a party to or participant in by reason of such
     Director's or Officer's Corporate Status, if such Director or Officer acted
     in good faith and in a manner such Director or Officer reasonably believed
     to be in or not opposed to the best interests of the Corporation and, with
     respect to any criminal proceeding, had no reasonable cause to believe his
     or her conduct was unlawful; provided, however, that no indemnification
     shall be made under this Section 2(a)(2) in respect of any claim, issue or
     matter as to which such Director or Officer shall have been finally
     adjudged by a court of competent jurisdiction to be liable to the Company,
     unless, and only to the extent that, the Court of Chancery or another court
     in which such Proceeding was brought shall determine upon application that,
     despite adjudication of liability, but in view of all the circumstances of
     the case, such Director or Officer is fairly and reasonably entitled to
     indemnification for such Expenses that such court deem proper.

          (3) The rights of indemnification provided by this Section 2 shall
     continue as to a Director or Officer after he or she has ceased to be a
     Director or Officer and shall inure to the benefit of his or her heirs,
     executors, administrators and personal representatives. Notwithstanding the
     foregoing, the Corporation shall indemnify any Director or Officer seeking
     indemnification in connection with a Proceeding initiated by such Director
     or Officer only if such Proceeding was authorized in advance by the Board
     of Directors of the Corporation, unless such Proceeding was brought to
     enforce an Officer or Director's rights to indemnification or, in the case
     of Directors, advancement of Expenses under these By-laws in accordance
     with the provisions set forth herein.

     SECTION 3. Indemnification of Non-Officer Employees. Subject to the
operation of Section 4 of this Article V of these By-laws, each Non-Officer
Employee may, in the discretion of the Board of Directors of the Corporation, be
indemnified by the Corporation to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended, against any or all Expenses and
Liabilities that are incurred by such Non-Officer Employee or on such
Non-Officer Employee's behalf in connection with any threatened, pending or
completed Proceeding, or any claim, issue or matter therein, which such
Non-Officer Employee is, or is threatened to be made, a party to or participant
in by reason of such Non-Officer Employee's Corporate Status, if such
Non-Officer Employee acted in good faith and in a manner such Non-Officer
Employee reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification
provided by this Section 3 shall exist as to a Non-Officer Employee after he or
she has ceased to be a Non-Officer Employee and shall inure to the benefit of
his or her heirs, personal representatives, executors and administrators.
Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer
Employee


                                       14



seeking indemnification in connection with a Proceeding initiated by such
Non-Officer Employee only if such Proceeding was authorized in advance by the
Board of Directors of the Corporation.

     SECTION 4. Good Faith. Unless ordered by a court, no indemnification shall
be provided pursuant to this Article V to a Director, to an Officer or to a
Non-Officer Employee unless a determination shall have been made that such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal Proceeding, such person had no reasonable cause to believe his or
her conduct was unlawful. Such determination shall be made by (a) a majority
vote of the Disinterested Directors, even though less than a quorum of the Board
of Directors, (b) a committee comprised of Disinterested Directors, such
committee having been designated by a majority vote of the Disinterested
Directors (even though less than a quorum), (c) if there are no such
Disinterested Directors, or if a majority of Disinterested Directors so directs,
by independent legal counsel in a written opinion, or (d) by the stockholders of
the Corporation.

     SECTION 5. Advancement of Expenses to Directors Prior to Final Disposition.

     (a) The Corporation shall advance all Expenses incurred by or on behalf of
any Director in connection with any Proceeding in which such Director is
involved by reason of such Director's Corporate Status within thirty (30) days
after the receipt by the Corporation of a written statement from such Director
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by such Director and shall be preceded
or accompanied by an undertaking by or on behalf of such Director to repay any
Expenses so advanced if it shall ultimately be determined that such Director is
not entitled to be indemnified against such Expenses. Notwithstanding the
foregoing, the Corporation shall advance all Expenses incurred by or on behalf
of any Director seeking advancement of expenses hereunder in connection with a
Proceeding initiated by such Director only if such Proceeding was (i) authorized
by the Board of Directors of the Corporation, or (ii) brought to enforce
Director's rights to indemnification or advancement of Expenses under these
By-laws.

     (b) If a claim for advancement of Expenses hereunder by a Director is not
paid in full by the Corporation within thirty (30) days after receipt by the
Corporation of documentation of Expenses and the required undertaking, such
Director may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and if successful in whole or in part,
such Director shall also be entitled to be paid the expenses of prosecuting such
claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such advancement of Expenses
under this Article V shall not be a defense to the action and shall not create a
presumption that such advancement is not permissible. The burden of proving that
a Director is not entitled to an advancement of expenses shall be on the
Corporation.

     (c) In any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such


                                       15



expenses upon a final adjudication that the Director has not met any applicable
standard for indemnification set forth in the DGCL.

     SECTION 6. Advancement of Expenses to Officers and Non-Officer Employees
Prior to Final Disposition.

     (a) The Corporation may, at the discretion of the Board of Directors of the
Corporation, advance any or all Expenses incurred by or on behalf of any Officer
or any Non-Officer Employee in connection with any Proceeding in which such is
involved by reason of the Corporate Status of such Officer or Non-Officer
Employee upon the receipt by the Corporation of a statement or statements from
such Officer or Non-Officer Employee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
such Officer and Non-Officer Employee and shall be preceded or accompanied by an
undertaking by or on behalf of such to repay any Expenses so advanced if it
shall ultimately be determined that such Officer or Non-Officer Employee is not
entitled to be indemnified against such Expenses.

     (b) In any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that the Officer or
Non-Officer Employee has not met any applicable standard for indemnification set
forth in the DGCL.

     SECTION 7. Contractual Nature of Rights.

     (a) The foregoing provisions of this Article V shall be deemed to be a
contract between the Corporation and each Director and Officer entitled to the
benefits hereof at any time while this Article V is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

     (b) If a claim for indemnification hereunder by a Director or Officer is
not paid in full by the Corporation within 60 days after receipt by the
Corporation of a written claim for indemnification, such Director or Officer may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, such Director or
Officer shall also be entitled to be paid the expenses of prosecuting such
claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such indemnification under this
Article V shall not be a defense to the action and shall not create a
presumption that such indemnification is not permissible. The burden of proving
that a Director or Officer is not entitled to indemnification shall be on the
Corporation.

     (c) In any suit brought by a Director or Officer to enforce a right to
indemnification hereunder, it shall be a defense that such Director or Officer
has not met any applicable standard for indemnification set forth in the DGCL.


                                       16



     SECTION 8. Non-Exclusivity of Rights. The rights to indemnification and to
advancement of Expenses set forth in this Article V shall not be exclusive of
any other right which any Director, Officer, or Non-Officer Employee may have or
hereafter acquire under any statute, provision of the Certificate or these
By-laws, agreement, vote of stockholders or Disinterested Directors or
otherwise.

     SECTION 9. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer or Non-Officer Employee
against any liability of any character asserted against or incurred by the
Corporation or any such Director, Officer or Non-Officer Employee, or arising
out of any such person's Corporate Status, whether or not the Corporation would
have the power to indemnify such person against such liability under the DGCL or
the provisions of this Article V.

     SECTION 10. Other Indemnification. The Corporation's obligation, if any, to
indemnify any person under this Article V as a result of such person serving, at
the request of the Corporation, as a director, partner, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, employee benefit plan or enterprise.

                                   ARTICLE VI

                            Miscellaneous Provisions

     SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     SECTION 2. Seal. The Board of Directors shall have power to adopt and alter
the seal of the Corporation.

     SECTION 3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without director action may
be executed on behalf of the Corporation by the Chairman of the Board, if one is
elected, the President or the Treasurer or any other officer, employee or agent
of the Corporation as the Board of Directors or Executive Committee may
authorize.

     SECTION 4. Voting of Securities. Unless the Board of Directors otherwise
provides, the Chairman of the Board, if one is elected, the President or the
Treasurer may waive notice of and act on behalf of this Corporation, or appoint
another person or persons to act as proxy or attorney in fact for this
Corporation with or without discretionary power and/or power of substitution, at
any meeting of stockholders or shareholders of any other corporation or
organization, any of whose securities are held by this Corporation.


                                       17



     SECTION 5. Resident Agent. The Board of Directors may appoint a resident
agent upon whom legal process may be served in any action or proceeding against
the Corporation.

     SECTION 6. Corporate Records. The original or attested copies of the
Certificate, By-laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of its
counsel or at an office of its transfer agent or at such other place or places
as may be designated from time to time by the Board of Directors.

     SECTION 7. Certificate. All references in these By-laws to the Certificate
shall be deemed to refer to the Second Amended and Restated Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.

     SECTION 8. Amendment of By-laws.

     (a) Amendment by Directors. Except as provided otherwise by law, these
By-laws may be amended or repealed by the Board of Directors by the affirmative
vote of a majority of the directors then in office.

     (b) Amendment by Stockholders. These By-laws may be amended or repealed at
any Annual Meeting, or special meeting of stockholders called for such purpose,
by the affirmative vote of at least 75% of the outstanding shares entitled to
vote on such amendment or repeal, voting together as a single class; provided,
however, that if the Board of Directors recommends that stockholders approve
such amendment or repeal at such meeting of stockholders, such amendment or
repeal shall only require the affirmative vote of the majority of the
outstanding shares entitled to vote on such amendment or repeal, voting together
as a single class. Notwithstanding the foregoing, stockholder approval shall not
be required unless mandated by the Certificate, these By-laws, or other
applicable law.

     SECTION 9. Notices. If mailed, notice to stockholders shall be deemed given
when deposited in the mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation. Without
limiting the manner by which notice otherwise may be given to stockholders, any
notice to stockholders may be given by electronic transmission in the manner
provided in Section 232 of the DGCL.

     SECTION 10. Waivers. A written waiver of any notice, signed by a
stockholder or director, or waiver by electronic transmission by such person,
whether given before or after the time of the event for which notice is to be
given, shall be deemed equivalent to the notice required to be given to such
person. Neither the business nor the purpose of any meeting need be specified in
such a waiver.

Adopted ___________, 2005 and effective as of ___________, 2005.


                                       18

                                                                    Exhibit 10.3

                     2005 IROBOT INCENTIVE COMPENSATION PLAN

2005 STRATEGIC GOAL

In 2005, our goal is to become a great company capable of leading a skeptical
world into a new era of practical automation - the era of Commercial Robotics.
We commit to four strategic objectives in support of this overarching goal:

          1. Improved Customer Experience. We will continually improve our
          products focusing on reducing defects, increasing product lifetime and
          delivering out-of-the-box experiences that exceed customer
          expectations.

          2. Public Financial Performance. We will demonstrate to the world that
          we have a solid business model with predictable revenue and profit
          growth.

          3. Talent Leadership. This year we will increase our capabilities at
          recruiting and developing high-caliber talent, and improve our work
          environment.

          4. Boundary-less Innovation. We will strive to create broader and
          richer products that contain interfaces to, and integrate technologies
          from, other companies and academia.

INCENTIVE PLAN OVERVIEW

The 2005 Incentive Compensation Plan (the "Plan") rewards and recognizes our
employees for company and divisional performance. The Plan is designed to align
our compensation with the multidimensional objectives of iRobot, encourage
whole-company thinking and enable employees to share in the Company's success.
By focusing the Company on a few, measurable objectives that we can all impact,
we will succeed at what is most important in 2005. Although there are four
strategic objectives, the Plan rewards us for those objectives that we can
impact and that are measurable: improved customer experience and public
financial performance.

As a corporation, we have two financial objectives and one process objective:

     -    Revenue growth -- As a growth company, we must increase our top line
          revenue and maintain our leadership position. iRobot is the industry
          pioneer and we must demonstrate that we have a predictable business
          model.

     -    Profitability -- Profitability is the most important criteria in a
          company's valuation, and meeting our business plan profit goals will
          give us credibility in the investment community.

     -    Act like a public company -- We intend to conduct ourselves as if we
          were a public company and that means that we must develop business
          policies and procedures that can pass the test of the requirements of
          Sarbanes-Oxley. To meet these requirements, we must improve our
          financial process and provide speedy, accurate financial results to
          our managers and investors.

Our divisions also have strategic objectives:


2005 Incentive Compensation Plan (as amended)
Page 1 of 6



     -    Total gross profit -- To fund our innovation, we must achieve superior
          total gross profit, an important financial metric. Total gross profit
          is revenue less total cost of revenue including product cost, contract
          cost and overhead as a percent of revenue. This metric, which is used
          by the financial community in determining our valuation, demonstrates
          our ability to scale product and earn money.

     -    Customer loyalty and quality -- We are also committed to improving our
          customer experience as measured by customer loyalty and improved
          product and quality. We are putting the spotlight on our customers to
          improve the experience they have with our products, increasing brand
          value, word of mouth sales, and our reputation in the marketplace. We
          must continually improve our product performance and product quality
          to maintain our value proposition over the long term.

     -    Innovate great products -- We must earn our leadership position every
          day by continuing to innovate. Our future depends on "adding legs to
          the stool;" a successful 2005 includes the introduction of several new
          products in each division.

On a quarterly basis, we will provide employees and the Board a report card of
how we are doing relative to each objective. This will enable each of us to make
changes that will contribute to performance improvements enabling our success.

METRICS AND HOW THE PLAN WORKS

The Plan is funded when iRobot meets key metrics that demonstrate we have
achieved our objectives. The summary below describes the metrics, the weightings
for each metric and the funding formula.

The Company-wide metrics apply to incentives for all employees. The Consumer and
Government and Industrial (G & I) metrics are used to determine employee
incentives in those divisions. Employees in the Corporate Division receive
divisional bonuses based on an average achievement score of the Consumer and G&I
Divisions.


2005 Incentive Compensation Plan (as amended)
Page 2 of 6



                                   COMPANY-WIDE



                                 Funding Threshold &
                                   Funding Formula       100% Funding
 Weighting         Metric          below Objective       At Objective    Funding Formula above Objective
- -----------   ----------------   -------------------   ---------------   -------------------------------
                                                             
[REDACTED]%   Pre-tax earnings   $[REDACTED] is the    $[REDACTED]       At $[REDACTED] funding is 110%
                                 funding threshold.                      of target. For every $[REDACTED]
                                 Funding increases                       increase in pre-tax earnings
                                 ratably between                         above $[REDACTED], funding
                                 $[REDACTED] and                         increases by another 10% pts.
                                 $[REDACTED]                             Funding increases ratably
                                                                         between each threshold.

[REDACTED]%   Revenue            $[REDACTED] is the    $[REDACTED]       For every 1% pt increase in
                                 funding threshold.                      revenue there is a 1% pt
                                 Funding increases                       increase in funding until
                                 ratably between                         $[REDACTED] is attained
                                 $[REDACTED] and                         (funding is 120%). At
                                 $[REDACTED]                             $[REDACTED] for every 1% pt
                                                                         increase in revenue, there is a
                                                                         2% pt increase in funding.

[REDACTED]%   Sarbanes-Oxley     Discretionary based   100% compliance   N/A
              Compliance         on Board              based on third
              based on third                           party testing.
              party testing



2005 Incentive Compensation Plan (as amended)
Page 3 of 6



                                CONSUMER DIVISION



                                   Funding Threshold & Formula
 Weighting          Metric               below Objective         100% Funding At Objective
- -----------   ------------------   ---------------------------   -------------------------
                                                        
[REDACTED]%   Total gross profit   At [REDACTED]% total gross    [REDACTED]%
              (1)                  profit, 50% of the fund
                                   will be paid. Funding
                                   increases ratably between
                                   [REDACTED]% and
                                   [REDACTED]%.

[REDACTED]%   Net Promoter Score   NA                            [REDACTED] annual average
(4)           (2)

              Return Expense as    At [REDACTED]%, no bonus      [REDACTED]%
              % of Accrued         will be paid. Funding
              Return Expense (3)   increases ratably between 0
                                   at [REDACTED]% and 100% at
                                   [REDACTED]%.

[REDACTED]%   Scooba(TM)           NA                            [REDACTED]

[REDACTED]%   Scheduler                                          [REDACTED]


(1)  Total gross profit is defined as total revenue less total cost of revenues
     including product cost, contract cost and overhead as a percent of revenue.

(2)  Net Promoter Score is a metric used to determine our customer loyalty, eg
     the likelihood that a customer will buy an iRobot product again. Customers
     are asked the question "How likely is it that you would recommend iRobot to
     a friend or colleague?" on a scale of 0 (not likely at all) to ten
     (extremely likely). Then, the percentage of detractors, those who respond
     with zero to six, is subtracted from the percentage of promoters, those who
     respond with nine or ten and the remaining number is known as the net
     promoter score. Across all industries the baseline score is 16-18. As a
     growth company iRobot must have a score exceeding industry norms. We have a
     corporate goal of achieving a net promoter score of [REDACTED] for 2005,
     which represents a [REDACTED]% improvement over the score of [REDACTED]
     achieved in 2004.

(3)  Unlike other metrics which are based on our fiscal year, this calculation
     will be done on the basis of Feb 1, 2005 to Jan. 31, 2006 to reflect the
     impact of returns from the Christmas buying season.


2005 Incentive Compensation Plan (as amended)
Page 4 of 6



                                  G&I Division



 Weighting           Metric         Funding Threshold & Formula below Objective   100% Funding at Objective
- -----------   -------------------   -------------------------------------------   -------------------------
                                                                         
[REDACTED]%   Total gross profit    At [REDACTED]% total gross profit, 50% of     [REDACTED]%
                                    the fund will be paid. Funding increases
                                    ratably between [REDACTED]% and
                                    [REDACTED]%.

[REDACTED]%   Funded R&D            Funding begins at $[REDACTED]                 $[REDACTED]

[REDACTED]%   Customer              NA                                            Q1 establish metric
(2)           Satisfaction Index                                                  Q2 baseline
                                                                                  Q3 measure relative to
                                                                                  baseline
                                                                                  Q4 score of "good"

              Warranty Costs        $[REDACTED] is 0 funding and increases        $[REDACTED]
                                    ratably to $[REDACTED](3)

[REDACTED]%   rGator                NA                                            In 2005, [REDACTED]
(2)           PackBot(R) MTRS                                                     In 2005, [REDACTED]
              PackBot(R) Explorer                                                 In 2005, [REDACTED]


(1)  Total gross profit is defined as revenue less total cost of revenue
     including product cost, contract cost and overhead as a percent of
     revenue.

(2)  Each metric is weighted equally.

(3)  The warranty cost goal will be adjusted as appropriate based on the unit
     volume sold vs the unit volume budgeted for the year.


2005 Incentive Compensation Plan (as amended)
Page 5 of 6



                               PLAN ADMINISTRATION

Eligibility - Regular, full-time iRobot employees hired before September 30,
2005, are eligible to participate in the 2005 Incentive Compensation Plan.

Regular Pay - Awards are calculated using regular pay (base salary for exempt
employees or hourly rate x forty hours for nonexempt employees) earned during
the year.

Hires in 2005 - Employees hired during 2005 fiscal year (on or before
September 30, 2005) will receive awards calculated using their regular pay
earned during the year. Employees hired on or after October 1, 2005, are not
eligible for a 2005 award.

Leaves of Absence - Employees who have taken a leave of absence during the
year will receive awards calculated using their regular pay earned during the
year.

Transfers between Divisions - All employees have been assigned to a division
and the divisional portion of the award is calculated based on that
assignment. If an employee transfers between divisions during the year, their
bonus will be handled on a case-by-case basis.

Award Payout - Awards are paid in March 2006, and you must be an active iRobot
employee in good standing on the date of the incentive payout to receive an
award. This means that you must have a performance rating of 2 or better to
receive an award.

The Incentive Compensation Plan and its funding are subject to approval by the
Board of Directors. All decisions regarding administration of the Plan are at
the sole discretion of the Company's Top Management.

iRobot reserves the right in its absolute discretion to abolish the Plan at
any time or to alter the terms and conditions under which incentive
compensation will be paid. Such discretion may be exercised any time during
2005 or in 2006 prior to payment of incentive compensation. No participant
shall have any vested right to receive any compensation hereunder until actual
delivery of such compensation.


2005 Incentive Compensation Plan (as amended)
Page 6 of 6

                                                                    Exhibit 10.6

                               IROBOT CORPORATION

            AMENDED AND RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN

1.   Purpose and Eligibility

     The purpose of this Amended and Restated 2004 Stock Option and Incentive
Plan (the "Plan") of iRobot Corporation (the "Company") is to amend and restate
in its entirety the Company's 2004 Stock Option and Incentive Plan (as
originally adopted and approved, the "Original Plan") and to provide stock
options and other equity interests in the Company (each an "Award") to
employees, officers, directors, consultants and advisors of the Company and its
Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any
person to whom an Award has been granted under the Plan is called a
"Participant." Additional definitions are contained in Section 8.

2.   Administration

     a. Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board, in its sole
discretion, shall have the authority to grant and amend Awards, to adopt, amend
and repeal rules relating to the Plan and to interpret and correct the
provisions of the Plan and any Award. All decisions by the Board shall be final
and binding on all interested persons. Neither the Company nor any member of the
Board shall be liable for any action or determination relating to the Plan.

     b. Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean such Committee or the Board.

     c. Delegation to Executive Officers. To the extent permitted by applicable
law, the Board may delegate to one or more executive officers of the Company the
power to grant Awards and exercise such other powers under the Plan as the Board
may determine, provided that the Board shall fix the maximum number of Awards to
be granted and the maximum number of shares issuable to any one Participant
pursuant to Awards granted by such executive officers.

3.   Stock Available for Awards

     a. Number of Shares. Subject to adjustment under Section 3(c), the
aggregate number of shares of Common Stock of the Company, par value $.01 per
share (the "Common Stock") that may be issued pursuant to the Plan is (i)
1,189,423 shares plus (ii) such number of shares as equals that number of stock
options returned to the Company's Amended and Restated 1994 Stock Plan, as
amended, in accordance there with, after November 16, 2004, as a result of the
expiration, cancellation or termination; provided, however, that such aggregate
number of shares that may be issued pursuant to the Plan shall not exceed
3,695,223 shares. If any Award expires, or is terminated, surrendered, cancelled
or forfeited, in whole or in part, the unissued



Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are
repurchased by, or are surrendered or forfeited to, the Company at no more than
cost, such shares of Common Stock shall again be available for the grant of
Awards under the Plan; provided, however, that the cumulative number of such
shares that may be so reissued, together with all other shares that may be
issued, under the Plan will not exceed 3,695,223 shares. Shares issued under the
Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.

     b. Per-Participant Limit. Subject to adjustment under Section 3(c), no
Participant may be granted Awards during any one fiscal year to purchase more
than 2,586,656 shares of Common Stock.

     c. Adjustment to Common Stock. In the event of any stock split, stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off, split-up,
or other similar change in capitalization or event, (i) the number and class of
securities available for Awards under the Plan and the per-Participant share
limit, (ii) the number and class of securities, vesting schedule and exercise
price per share subject to each outstanding Option, (iii) the repurchase price
per security subject to repurchase, and (iv) the terms of each other outstanding
stock-based Award shall be adjusted by the Company (or substituted Awards may be
made) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is appropriate. If Section 7(e)(i) applies for any
event, this Section 3(c) shall not be applicable. The adjustments by the Board
shall be final, binding and conclusive.

4.   Stock Options

     a. General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting provisions,
repurchase provisions and restrictions relating to applicable federal or state
securities laws, as it considers advisable.

     b. Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall be granted only to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Board and the Company shall have no liability if an Option
or any part thereof that is intended to be an Incentive Stock Option does not
qualify as such. An Option or any part thereof that does not qualify as an
Incentive Stock Option is referred to herein as a "Nonstatutory Stock Option".

     c. Exercise Price. The Board shall establish the exercise price (or
determine the method by which the exercise price shall be determined) at the
time each Option is granted and specify it in the applicable option agreement.

2004 Stock Option and Incentive Plan
(February 2005)


                                       -2-



     d. Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement.

     e. Exercise of Option. Options may be exercised only by delivery to the
Company of a written notice of exercise signed by the proper person together
with payment in full as specified in Section 4(f) for the number of shares for
which the Option is exercised.

     f. Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option shall be paid for by one or any combination of the following forms of
payment:

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

          (ii) except as otherwise explicitly provided in the applicable option
agreement, and only if the Common Stock is then publicly traded, delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price, or delivery
by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price; or

          (iii) to the extent explicitly provided in the applicable option
agreement, by (x) delivery of shares of Common Stock owned by the Participant
valued at fair market value (as determined by the Board or as determined
pursuant to the applicable option agreement), (y) delivery of a promissory note
of the Participant to the Company (and delivery to the Company by the
Participant of a check in an amount equal to the par value of the shares
purchased), or (z) payment of such other lawful consideration as the Board may
determine.

5.   Restricted Stock

     a. Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to (i) delivery to the Company by the
Participant of cash or other lawful consideration in an amount at least equal to
the par value of the shares purchased, and (ii) the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price from the Participant in the event that conditions specified by the
Board in the applicable Award are not satisfied prior to the end of the
applicable restriction period or periods established by the Board for such Award
(each, a "Restricted Stock Award").

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

2004 Stock Option and Incentive Plan
(February 2005)


                                       -3-



6.   Other Stock-Based Awards

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including,
without limitation, the grant of shares based upon certain conditions, the grant
of securities convertible into Common Stock and the grant of stock appreciation
rights, phantom stock awards or stock units.

7.   General Provisions Applicable to Awards

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

     b. Documentation. Each Award under the Plan shall be evidenced by a written
instrument in such form as the Board shall determine or as executed by an
officer of the Company pursuant to authority delegated by the Board. Each Award
may contain terms and conditions in addition to those set forth in the Plan
provided that such terms and conditions do not contravene the provisions of the
Plan.

     c. Board Discretion. The terms of each type of Award need not be identical,
and the Board need not treat Participants uniformly.

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

     e. 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 7(e)(i), 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 Common 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 Common Stock subject to such Awards
immediately preceding the Acquisition. In addition to or in lieu of the
foregoing, with respect to outstanding

2004 Stock Option and Incentive Plan
(February 2005)


                                       -4-



Options, 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 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 shall terminate, or provide that one or more Options 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 discretion) for the shares subject to such Options over the exercise
price thereof; provided, however, that before terminating any portion of an
Option 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 or other Award
shall continue to apply to consideration, including cash, that has been
substituted, assumed or amended for an Option 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 shareholders 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.

          (iii) Assumption of Options Upon Certain Events. In connection with a
merger or consolidation of an entity with the Company or the acquisition by the
Company of property or stock of an entity, the Board may grant Awards under the
Plan in substitution for stock and stock-based awards issued by such entity or
an affiliate thereof. The substitute Awards shall be granted on such terms and
conditions as the Board considers appropriate in the circumstances.

     f. Withholding. Each Participant shall pay to the Company, or make
provisions satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the
date of the event creating the tax liability. The Board may allow Participants
to satisfy such tax obligations in whole or in part by transferring shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at their fair market value (as determined by the Board or as
determined pursuant to the applicable option agreement). The Company may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to a Participant.

     g. Amendment of Awards. The Board may amend, modify or terminate any
outstanding Award including, but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

2004 Stock Option and Incentive Plan
(February 2005)


                                       -5-



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

     i. Acceleration. The Board may at any time provide that any options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of some or all restrictions, or that any other stock-based
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be, despite the fact that the foregoing actions may (i) cause the
application of Sections 280G and 4999 of the Code if a change in control of the
Company occurs, or (ii) disqualify all or part of the Option as an Incentive
Stock Option. In the event of the acceleration of the exercisability of one or
more outstanding Options, including pursuant to paragraph (e)(i), the Board may
provide, as a condition of full exercisability of any or all such Options, that
the Common Stock or other substituted consideration, including cash, as to which
exercisability has been accelerated shall be restricted and subject to
forfeiture back to the Company at the option of the Company at the cost thereof
upon termination of employment or other relationship, with the timing and other
terms of the vesting of such restricted stock or other consideration being
equivalent to the timing and other terms of the superseded exercise schedule of
the related Option.

8.   Miscellaneous

     a. Definitions.

          (i) "Company," for purposes of eligibility under the Plan, shall
include any present or future subsidiary corporations of iRobot Corporation, as
defined in Section 424(f) of the Code (a " Subsidiary"), and any present or
future parent corporation of iRobot Corporation, as defined in Section 424(e) of
the Code. For purposes of Awards other than Incentive Stock Options, the term "
Company" shall include any other business venture in which the Company has a
direct or indirect significant interest, as determined by the Board in its sole
discretion.

          (ii) "Code" means the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder.

          (iii) "employee" for purposes of eligibility under the Plan (but not
for purposes of Section 4(b)) shall include a person to whom an offer of
employment has been extended by the Company.

2004 Stock Option and Incentive Plan
(February 2005)


                                       -6-



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

     c. No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder thereof.

     d. Effective Date and Term of Plan. The Plan became effective on November
12, 2004, the date on which the Original Plan was adopted by the Board. No
Awards shall be granted under the Plan after November 12, 2014, but Awards
previously granted may extend beyond that date.

     e. Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time.

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

                                        Original Plan adopted by the Board of
                                        Directors on November 12, 2004

                                        Original Plan approved by the
                                        stockholders on November 29, 2004

                                        Amendment and Restatement Approved by
                                        Board of Directors on February 9, 2005


                                        Amendment and Restatement Approved by
                                        stockholders on February 28, 2005


2004 Stock Option and Incentive Plan
(February 2005)


                                       -7-



                               IROBOT CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

     iRobot Corporation (the "Company") hereby grants the following stock option
pursuant to its 2004 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:
- -------------------------------------                    -----------------------
Street Address                          Title:
                                               ---------------------------------
- -------------------------------------
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 2004 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 ten 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



                                      -2-


     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
     10, 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.

          (a) Payment Options. 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 or check payable to the order of the Company; or

          (ii) if the Common Stock is then traded on a national securities
               exchange or on the Nasdaq National Market (or successor trading
               system), 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



                                      -3-


               creditworthy broker to deliver promptly to the Company cash or a
               check sufficient to pay the exercise price; or

          (iii) subject to Section 7(b) below, if the Common Stock is then
               traded on a national securities exchange or on the Nasdaq
               National Market (or successor trading system), by delivery of
               shares of Common Stock having a fair market value equal as of the
               date of exercise to the option price.

          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.

          (b) Limitations on Payment by Delivery of Common Stock. If Section
     7(a)(iii) is applicable, and if the Optionee delivers Common Stock held by
     the Optionee ("Old Stock") to the Company in full or partial payment of the
     exercise price and the Old Stock so delivered is subject to restrictions or
     limitations imposed by agreement between the Optionee and the Company, an
     equivalent number of Shares shall be subject to all restrictions and
     limitations applicable to the Old Stock to the extent that the Optionee
     paid for the Shares by delivery of Old Stock, in addition to any
     restrictions or limitations imposed by this agreement. Notwithstanding the
     foregoing, the Optionee may not pay any part of the exercise price hereof
     by transferring Common Stock to the Company unless such Common Stock has
     been owned by the Optionee free of any substantial risk of forfeiture for
     at least six months.

     8. Securities Laws Restrictions on Resale. Until registered under the
Securities Act of 1933, as amended, or any successor statute (the "Securities
Act"), the Shares will be illiquid and will be deemed to be "restricted
securities" for purposes of the Securities Act. Accordingly, such shares must be
sold in compliance with the registration requirements of the Securities Act or
an exemption therefrom and may need to be held indefinitely. Unless the Shares
have been registered under the Securities Act, each certificate evidencing any
of the Shares shall bear a restrictive legend specified by the Company.

     9. 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



                                       -4-


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.

     10. 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.

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

     12. 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.

     13. 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.

     14. 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.

     15. Restrictions on Transfer; Company's Right of First Refusal.

          (a) Exercise of Right. Shares may not be transferred without the
     Company's written consent except by will, by the laws of descent and
     distribution or in accordance with the further provisions of this Section
     15. If the Optionee desires to transfer all or any part of the Shares to
     any person other than the Company (an "Offeror"), the Optionee shall: (i)
     obtain in writing an irrevocable and unconditional bona fide offer (the
     "Offer") for the purchase thereof from the Offeror; and (ii) give written
     notice (the "Option Notice") to the Company setting forth the Optionee's
     desire to transfer such shares, which Option Notice shall be accompanied by
     a photocopy of the Offer and shall set forth at least the name and address
     of the Offeror and the price and terms of the Offer. Upon receipt of the
     Option Notice, the Company shall have an assignable option to purchase any
     or all of such Shares (the "Offered Shares") specified in the Option
     Notice,



                                       -5-


     such option to be exercisable by giving, within 30 days after receipt of
     the Option Notice, a written counter-notice to the Optionee. If the Company
     elects to purchase all of such Offered Shares, it shall be obligated to
     purchase, and the Optionee shall be obligated to sell to the Company or its
     assignee, such Offered Shares at the price and terms indicated in the Offer
     within 30 days from the date of delivery by the Company of such
     counter-notice. To the extent that the consideration proposed to be paid by
     the Offeror for the shares consists of property other than cash or a
     promissory note, the consideration required to be paid by the Company may
     consist of cash equal to the fair market value of such property, as
     determined in good faith by the Board of Directors of the Company.

          (b) Sale of Shares to Offeror. The Optionee may, for 60 days after the
     expiration of the 30-day option period as set forth in Section 15(a), sell
     to the Offeror, pursuant to the terms of the Offer, all of such Offered
     Shares not purchased or agreed to be purchased by the Company or its
     assignee; provided, however, that the Optionee shall not sell such Shares
     to such Offeror if such Offeror is a competitor of the Company and the
     Company gives written notice to the Optionee, within 30 days of its receipt
     of the Option Notice, stating that the Optionee shall not sell his or her
     Shares to such Offeror; and provided, further, that prior to the sale of
     such Shares to an Offeror, such Offeror shall execute an agreement with the
     Company pursuant to which such Offeror agrees to be subject to the
     restrictions set forth in this Section 15. If any or all of such Shares are
     not sold pursuant to an Offer within the time permitted above, the unsold
     Shares shall remain subject to the terms of this Section 15.

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

          (d) Expiration of Company's Right of First Refusal and Transfer
     Restrictions. The first refusal rights of the Company and the transfer
     restrictions set forth in this Section 15 shall expire as to Shares
     immediately prior to the closing of an underwritten public offering of
     Common Stock by the Company pursuant to an effective registration statement
     filed under the Securities Act. In addition, if the Company and the
     Optionee are parties to an agreement containing first refusal provisions
     similar to the foregoing, such other agreement shall control.

     16. 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



                                      -6-


the Company with any information concerning any such transfer required by the
Company for tax purposes.

     17. Lock-up Agreement. The Optionee agrees that, in the event that the
Company effects an initial underwritten public offering of Common Stock
registered under the Securities Act, he, she or it shall not sell, offer for
sale or otherwise dispose of, directly or indirectly, the Shares, or any other
shares of Common Stock or any securities convertible into or exchangeable for
Common Stock held immediately prior to the effectiveness of the Securities Act
registration for such offering, without the prior written consent of the
managing underwriter(s) of the offering, for such period of time after the
execution of an underwriting agreement in connection with such offering that all
of the Company's then directors and executive officers agree to be similarly
bound. The underwriters of the offering are intended third-party beneficiaries
of this Section 17 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. The Optionee further
agrees to execute such agreements as may be reasonably requested by the
underwriters of the offering that are consistent with this Section 17 or that
are necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the
shares subject to the foregoing restrictions (and the shares or securities of
every other person subject to the foregoing restriction) until the end of such
period.

     18. 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.

     19. 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.

     20. 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.



                                      -7-


          (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, 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 10 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 2004 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 2004 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 ten 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
     10, 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.

          (a) Payment Options. 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 or check payable to the order of the Company; or

          (ii) if the Common Stock is then traded on a national securities
               exchange or on the Nasdaq National Market (or successor trading
               system), 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



                                      -3-


               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) subject to Section 7(b) below, if the Common Stock is then
               traded on a national securities exchange or on the Nasdaq
               National Market (or successor trading system), by delivery of
               shares of Common Stock having a fair market value equal as of the
               date of exercise to the option price.

          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.

          (b) Limitations on Payment by Delivery of Common Stock. If Section
     7(a)(iii) is applicable, and if the Optionee delivers Common Stock held by
     the Optionee ("Old Stock") to the Company in full or partial payment of the
     exercise price and the Old Stock so delivered is subject to restrictions or
     limitations imposed by agreement between the Optionee and the Company, an
     equivalent number of Shares shall be subject to all restrictions and
     limitations applicable to the Old Stock to the extent that the Optionee
     paid for the Shares by delivery of Old Stock, in addition to any
     restrictions or limitations imposed by this agreement. Notwithstanding the
     foregoing, the Optionee may not pay any part of the exercise price hereof
     by transferring Common Stock to the Company unless such Common Stock has
     been owned by the Optionee free of any substantial risk of forfeiture for
     at least six months.

     8. Securities Laws Restrictions on Resale. Until registered under the
Securities Act of 1933, as amended, or any successor statute (the "Securities
Act"), the Shares will be illiquid and will be deemed to be "restricted
securities" for purposes of the Securities Act. Accordingly, such shares must be
sold in compliance with the registration requirements of the Securities Act or
an exemption therefrom and may need to be held indefinitely. Unless the Shares
have been registered under the Securities Act, each certificate evidencing any
of the Shares shall bear a restrictive legend specified by the Company.

     9. 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



                                      -4-


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.

     10. 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.

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

     12. 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.

     13. 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.

     14. 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.

     15. Restrictions on Transfer; Company's Right of First Refusal.

          (a) Exercise of Right. Shares may not be transferred without the
     Company's written consent except by will, by the laws of descent and
     distribution or in accordance with the further provisions of this Section
     15. If the Optionee desires to transfer all or any part of the Shares to
     any person other than the Company (an "Offeror"), the Optionee shall: (i)
     obtain in writing an irrevocable and unconditional bona fide offer (the
     "Offer") for the purchase thereof from the Offeror; and (ii) give written
     notice (the "Option Notice") to the Company setting forth the Optionee's
     desire to transfer such shares, which Option Notice shall be accompanied by
     a photocopy of the Offer and shall set forth at



                                      -5-


     least the name and address of the Offeror and the price and terms of the
     Offer. Upon receipt of the Option Notice, the Company shall have an
     assignable option to purchase any or all of such Shares (the "Offered
     Shares") specified in the Option Notice, such option to be exercisable by
     giving, within 30 days after receipt of the Option Notice, a written
     counter-notice to the Optionee. If the Company elects to purchase all of
     such Offered Shares, it shall be obligated to purchase, and the Optionee
     shall be obligated to sell to the Company or its assignee, such Offered
     Shares at the price and terms indicated in the Offer within 30 days from
     the date of delivery by the Company of such counter-notice. To the extent
     that the consideration proposed to be paid by the Offeror for the shares
     consists of property other than cash or a promissory note, the
     consideration required to be paid by the Company may consist of cash equal
     to the fair market value of such property, as determined in good faith by
     the Board of Directors of the Company.

          (b) Sale of Shares to Offeror. The Optionee may, for 60 days after the
     expiration of the 30-day option period as set forth in Section 15(a), sell
     to the Offeror, pursuant to the terms of the Offer, all of such Offered
     Shares not purchased or agreed to be purchased by the Company or its
     assignee; provided, however, that the Optionee shall not sell such Shares
     to such Offeror if such Offeror is a competitor of the Company and the
     Company gives written notice to the Optionee, within 30 days of its receipt
     of the Option Notice, stating that the Optionee shall not sell his or her
     Shares to such Offeror; and provided, further, that prior to the sale of
     such Shares to an Offeror, such Offeror shall execute an agreement with the
     Company pursuant to which such Offeror agrees to be subject to the
     restrictions set forth in this Section 15. If any or all of such Shares are
     not sold pursuant to an Offer within the time permitted above, the unsold
     Shares shall remain subject to the terms of this Section 15.

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

          (d) Expiration of Company's Right of First Refusal and Transfer
     Restrictions. The first refusal rights of the Company and the transfer
     restrictions set forth in this Section 15 shall expire as to Shares
     immediately prior to the closing of an underwritten public offering of
     Common Stock by the Company pursuant to an effective registration statement
     filed under the Securities Act. In addition, if the Company and the
     Optionee are parties to an agreement containing first refusal provisions
     similar to the foregoing, such other agreement shall control.



                                      -6-


     16. 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 the Company with any
information concerning any such transfer required by the Company for tax
purposes.

     17. Lock-up Agreement. The Optionee agrees that, in the event that the
Company effects an initial underwritten public offering of Common Stock
registered under the Securities Act, he, she or it shall not sell, offer for
sale or otherwise dispose of, directly or indirectly, the Shares, or any other
shares of Common Stock or any securities convertible into or exchangeable for
Common Stock held immediately prior to the effectiveness of the Securities Act
registration for such offering, without the prior written consent of the
managing underwriter(s) of the offering, for such period of time after the
execution of an underwriting agreement in connection with such offering that all
of the Company's then directors and executive officers agree to be similarly
bound. The underwriters of the offering are intended third-party beneficiaries
of this Section 17 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto. The Optionee further
agrees to execute such agreements as may be reasonably requested by the
underwriters of the offering that are consistent with this Section 17 or that
are necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the
shares subject to the foregoing restrictions (and the shares or securities of
every other person subject to the foregoing restriction) until the end of such
period.

     18. 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.

     19. 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.

     20. 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.



                                      -7-


          (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, 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 10 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 10.7

                                  LEASE BETWEEN
                         BURLINGTON CROSSING OFFICE LLC
                                       AND
                               iROBOT CORPORATION
                                       FOR
                                 63 SOUTH AVENUE
                            BURLINGTON, MASSACHUSETTS



                                      INDEX


                                                      
ARTICLE 1 - REFERENCE DATA

  1.1.   Subject Referred To                              1
  1.2.   Exhibits                                         3

ARTICLE 2 - PREMISES AND TERM                             4

  2.1.   Premises                                         4
  2.2.   Term                                             4

ARTICLE 3 - CONSTRUCTION                                  5

  3.1.   Intentionally Deleted                            5
  3.2.   Intentionally Deleted                            5
  3.3.   General Provisions Applicable to Construction    5
  3.4.   Preparation of Premises for Occupancy            5

ARTICLE 4 - RENT                                          5

  4.1.   Rent                                             5
  4.2.   Operating Cost Escalation                        5
  4.3.   Payments                                         9

ARTICLE 5 - LANDLORD'S COVENANTS/REPRESENTATIONS          9

  5.1.   Landlord's Covenants during the Term             9
  5.2.   Interruptions                                   12
  5.3.   Landlord' s Representations                     13

ARTICLE 6 - TENANT'S COVENANTS                           13

  6.1.   Tenant's Covenants during the Term              13
  6.2.   Approval by Tenant's Board of Directors         20

ARTICLE 7 - CASUALTY AND TAKING                          20

  7.1.   Casualty and Taking                             20
  7.2.   Reservation of Award                            21


                                        i



                                      INDEX
                                   (CONTINUED)


                                                      
ARTICLE 8 - RIGHTS OF MORTGAGEE                          21

  8.1.     Priority of Lease                             21
  8 2.     Limitation on Mortgagee's Liability           22
  8.3.     Intentionally Deleted                         22
  8.4.     No Prepayment or Modification, etc.           22
  8.5.     No Release or Termination                     22
  8.6.     Continuing Offer                              23
  8.7.     Mortgagee's Approval                          23
  8.8.     Submittal of Financial Statement              23

ARTICLE 9 - DEFAULT                                      23

  9.1.     Events of Default                             23
  9.2.     Tenant's Obligations After Termination        24

ARTICLE 10 - MISCELLANEOUS                               25

  10.1.    Titles                                        25
  10.2.    Notice of Lease                               25
  10.3.    Intentionally Deleted                         25
  10.4.    Notices from One Party to the Other           25
  10.5.    Bind and Inure                                25
  10.6.    No Surrender                                  26
  10.7.    No Waiver, Etc.                               26
  10.8.    No Accord and Satisfaction                    26
  10.9.    Cumulative Remedies                           26
  10.10.   Partial Invalidity                            27
  10.11a.  Landlord's Right to Cure                      27
  10.11b.  Tenant's Right to Cure                        27
  10.12.   Estoppel Certificate                          27
  10.13.   Waiver of Subrogation                         28
  10.14.   Brokerage                                     28
  10.15.   Confidentiality                               28

ARTICLE 11 - SECURITY DEPOSIT                            29


                                       ii


                    Date of Lease Execution October 29, 2002

                                 REFERENCE DATA

1.1.  SUBJECTS REFERRED TO

      Each reference in this Lease to any of the following subjects shall
      incorporate the data stated for that subject in this Section 1.1


                                     
Landlord                                Burlington Crossing Office LLC

Managing Agent                          The Gutierrez Company

Landlord's and Managing
Agent's Address                         Burlington Office Park
                                        One Wall Street
                                        Burlington, Massachusetts 01803

Landlord's Representative               John A Cataldo, Executive Vice President

Tenant                                  iRobot Corporation

Tenant's Address (for Notice & Billing) Twin City Office Center
                                        22 McGrath Highway, Suite 6
                                        Somerville, MA 02143

Tenant's Representative                 Glen Weinstein

Building                                63 South Avenue
                                        Burlington, Massachusetts

Floor                                   First

Tenant's Space                          Such space shown on the plan attached
                                        hereto as Exhibit "A" located within the
                                        Building on the Floor

Rentable Floor Area of Tenant's Space   24,004 Square Feet

Total Rentable Floor Area of the
Building                                81,685 Square Feet

Commencement Date                       December 1, 2002

Free Rent Period                        See Section 4.1


                                        1



                                     
Term Expiration Date                    December 31, 2008

Term                                    Six years, and one month

Fixed Rent                              Months 1-2    No rent due  $0.00 monthly
                                        Months 3-8    $9.90/RSF    $19,803.30
                                         monthly
                                        Months 9-14   $11.90/RSF   $23,803.97
                                         monthly
                                        Months 15-25  $17.40/RSF   $34,805.80
                                         monthly
                                        Months 26-37  $19.40/RSF   $38,806.47
                                         monthly
                                        Months 38-49  $20.40/RSF   $40,806.80
                                         monthly
                                        Months 50-61  $21.40/RSF   $42,807.13
                                         monthly
                                        Months 62-73  $22.40/RSF   $44,807.47
                                         monthly

Monthly Fixed Rent                      For each month during the Term, the
                                        monthly Fixed Rent amount set forth
                                        above

Annual Estimated Operating Costs        Actuals CY 2003 (approximately $7.25/RSF
                                        - included in the Fixed Rent)

Estimated Cost of Electrical Service    To be separately submetered in
to Tenant's Space                       accordance with  Exhibit "D"
                                        The anticipated cost of such
                                        electricity is  90 cents  ($0.90)
                                        per rentable square foot

First Fiscal Year for Tenant's Paying
Operating Costs Escalation              Year beginning January 1, 2004

Security Deposit                        See Article 11

Guarantor                               None

Permitted Uses                          The development, marketing,
                                        manufacturing, machining, sale and
                                        delivery of robots and associated
                                        technology and the providing of
                                        professional services in connection
                                        therewith

Real Estate Broker(s)                   CB Richard Ellis/Whittier Partners, Inc
                                        Richards Barry Joyce & Partners

Public Liability Insurance - Bodily
Injury and Property Damage              Each Occurrence $1,000,000
                                        Aggregate $2,000,000


                                        2



                        
Special Provisions         Exhibit "H"  Option to Extend
                           Exhibit "T"  Expansion Rights/ Right of First Refusal
                           Exhibit "K"  Subordination, Non-Disturbance
                                        and Attornment Agreement


1.2.  EXHIBITS

      The Exhibits listed below in this Section are incorporated in this Lease
      by reference and are to be construed as part of this Lease:

EXHIBIT A   Plan Showing Tenant's Space
EXHIBIT B   Legal Description of Lot
EXHIBIT C   Intentionally Deleted
EXHIBIT D   Landlord's Services
EXHIBIT E   Rules and Regulations
EXHIBIT F   Intentionally Deleted
EXHIBIT G   Estoppel Certificate
EXHIBIT H   Option to Extend
EXHIBIT I   Expansion Rights / Right of First Refusal
EXHIBIT J   Intentionally Deleted
EXHIBIT K   Subordination, Non-Disturbance and Attornment Agreement

                                        3


                                    ARTICLE 2.
                                PREMISES AND TERM.

2.1.  PREMISES.

      Subject to and with the benefit of the provisions of this Lease and any
ground lease or land disposition agreement relating to that certain parcel of
land on which the Building is located known as Lot 14 on Land Court Plan 6728J,
as more particularly described on Exhibit "B" attached hereto and made a part
hereof (the "Lot"), Landlord hereby leases to Tenant and Tenant leases from
Landlord, Tenant's Space in the Building, excluding exterior faces of exterior
walls, the common facilities area and building service fixtures and equipment
serving exclusively or in common other parts of the Building Tenant's Space,
with such exclusions, is hereinafter referred to as the "Premises".

      Tenant shall have, as appurtenant to the Premises, the right to use in
common with others entitled thereto, subject to reasonable rules of general
applicability to tenants of the Building from time to time made by Landlord of
which Tenant is given notice(a) the common facilities included in the Building
or on the Lot, including the parking facilities (which currently consists of 362
parking spaces and which at all times during the Term shall consist of at least
3.3 spaces per 1,000 square feet of leased area, the parking facilities shall be
used by Tenant on a "non-reserved" basis with all other tenants in the Building,
including their employees and/or invitees, and for which use there shall not be
an additional charge to Tenant, its employees or invitees), bathrooms and other
facilities, to the extent from time to time designated by Landlord, and (b) the
Building service fixtures and equipment serving the Premises Other tenants of
the Building have been provided use of the parking spaces on the same
non-reserved basis as provided to Tenant pursuant to subparagraph (a) above.

      Landlord reserves the right from time to time, without unreasonable
interference with Tenant's use (a) to install, repair, replace, use, maintain
and relocate for service to the Premises and to other parts of the Building or
either, building service fixtures and equipment wherever located in the
Building, and (b) to alter or relocate any other common facility provided that
substitutions are substantially equivalent or better.

2.2.  TERM.

      To have and to hold for a period (the 'Term") commencing on the
Commencement Date and continuing until the Term Expiration Date, unless sooner
terminated as provided in Section 7 1 or in Article 9, or unless extended as
provided in Exhibit "H" hereto.

                                        4


                                   ARTICLE 3.
                                  CONSTRUCTION.

3.1.  INTENTIONALLY DELETED.

3.2.  INTENTIONALLY DELETED.

3.3.  GENERAL PROVISIONS APPLICABLE TO CONSTRUCTION.

      All construction work required or permitted by this Lease, shall be done
in a good and workmanlike manner and in compliance with all applicable laws and
all lawful ordinances, regulations and orders of governmental authority and
insurers of the Building Landlord may inspect any work of Tenant at reasonable
times and shall promptly give notice of observed defects.

3.4.  PREPARATION OF PREMISES FOR OCCUPANCY.

      Landlord shall deliver the Premises on an "as-is" basis subject to a
general clean-up of the space to include "touch up" painting where necessary.
Landlord represents that the Building's systems are in good working order and
fully functional.

                                   ARTICLE 4.
                                      RENT.

4.1.  RENT.

      Tenant agrees to pay, without any offset or reduction whatever, fixed rent
equal to l/12th of the Fixed Rent in equal installments in advance on the first
day of each calendar month included in the Term, and for any portion of a
calendar month at the beginning or end of the Term, at the pro rata rate payable
for such portion in advance. The term "Rent" shall at all times be used herein
to mean Fixed Rent plus additional rent payable under this Lease Notwithstanding
the foregoing, Fixed Rent shall be abated from December 1, 2002 through January
31, 2003.

4.2.  OPERATING COST ESCALATION.

      With respect to the First Fiscal Year for Tenant's Paying Operating Cost
Escalation, or fraction thereof, and any Fiscal Year (as such term shall refer
to the successive twelve (12) month periods commencing on January 1st and ending
on December 31st included within the Term) or fraction thereafter, Tenant shall
pay to Landlord, as additional rent, Operating Cost Escalation (as defined
below), if any, on or before the thirtieth (30th) day following receipt by
Tenant of Landlord's Statement (as defined below) As soon as practicable after
the end of each Fiscal Year ending during the Term and after Lease termination,
Landlord shall render a statement ("Landlord's Statement") in reasonable detail
and according to usual accounting.

                                        5


practices certified by Landlord and showing for the preceding Fiscal Year or
fraction thereof, as the case may be, "Landlord's Operating Costs", and
specifying Tenant's "Pro Rata Share" (which such term shall refer to the
fraction, the numerator of which is the Rentable Floor Area of Tenant's Space,
and the denominator of which is the Total Rentable Floor Area of the Building)
for such Fiscal Year,

      EXCLUDING the interest and amortization on mortgages for the Building and
Lot or leasehold interests therein and the cost of special services rendered to
tenants (including Tenant) for which a special charge is made, depreciation of
buildings and other improvements, improvements, repairs or alterations to spaces
leased to other tenants, costs of any items to the extent Landlord receives
reimbursement from insurance proceeds or from a third party, and expenses for
capital items other than those permitted for purposes of reducing Landlord's
Operating Costs pursuant to the following paragraph,

      BUT INCLUDING, without limitation real estate taxes on the Building and
Lot, installments and interest on assessments for public betterments or public
improvements, expenses of any proceedings for abatement of taxes and assessments
with respect to any Fiscal Year or fraction of a Fiscal Year, provided, however,
that any tax refunds shall be applied to reduce Landlord's Operating Costs,
premiums for insurance, compensation and all fringe benefits, workmen's
compensation, insurance premiums and payroll taxes paid by Landlord to, for or
with respect to all persons engaged in the operating, maintaining, or cleaning
of the Building and Lot, steam, water, sewer, electric, gas, telephone, and
other utility charges not billed directly to tenants by Landlord or the utility,
but not including the cost to Landlord of electricity furnished for lighting,
electrical facilities, equipment, machinery, fixtures and appliances used by
Tenant in Tenant's Space (other than Building heating, ventilating and air
conditioning equipment) as set forth in Paragraph VII of Exhibit "D", costs of
building and cleaning supplies and equipment (including rental), cost of
maintenance, cleaning and repairs, cost of snow plowing or removal, or both, and
care of landscaping, payments to independent contractors under service contracts
for cleaning, operating, managing (not to exceed five percent (5%) of collected
gross rents of the Building), maintaining and repairing the Building and Lot
(which payments may be to affiliates of Landlord provided the same are at
reasonable rates consistent with the type of occupancy and the services
rendered), the cost of providing amenities to the Building, and all other
reasonable and necessary expenses paid in connection with the operation,
cleaning, maintenance, and repair of the Building and Lot, or either, and
properly chargeable against income, it being agreed that if Landlord installs a
new or replacement capital item for the purpose of reducing Landlord's Operating
Costs, the annual costs thereof as reasonably amortized by Landlord over the
useful life of the item so installed in accordance with generally accepted
accounting principles, with legal interests on the unamortized amount, shall be
included in Landlord's Operating Costs.

      In case of services which are not rendered to all areas on a comparable
basis or in case service consumption vanes among tenants in the Building, the
proportion allocable to the Premises shall be the same proportion which the
Rentable Floor Area of Tenant's Space bears to the total rentable floor area to
which such service is so rendered, or to which such

                                        6


disproportionate service or use is rendered (such latter area to be determined
in the same manner as the Total Rentable Floor Area of the Building).

      Notwithstanding anything contained herein to the contrary, Tenant is not
obligated to pay its Pro Rata Share of Landlord's Operating Costs which is
included in Fixed Rent at such amount equal to the actual Landlord's Operating
Costs for CY 2003 (approximately $7.25 per RSF, but shall only be obligated to
pay the increase above such amount (i.e Operating Cost Escalation) as herein
provided.

      "Operating Cost Escalation" shall be equal to (a) less (b).

      (a)   the product of Landlord's Operating Costs per rentable square foot
            (based upon the Total Rentable Floor Area of the Building as set
            forth in Section 1.1 hereof) as indicated in Landlord's Statement
            times the Rentable Floor Area of Tenant's Space, and

      (b)   the product of the Annual Estimated Operating Costs per rentable
            square foot (based upon the Total Rentable Floor Area of the
            Building as set forth in Section 1.1 hereof) times the Rentable
            Floor Area of Tenant's Space, which shall never be less than such
            amount equal to the actual Landlord's Operating Costs for CY 2003
            (approximately $7.25 RSF and which is already included in Fixed
            Rent).

      If, with respect to any Fiscal Year or fraction thereof during the Term,
Tenant is obligated to pay Operating Cost Escalation, then Tenant shall pay, as
additional rent, on the first day of each month of each ensuing Fiscal Year
thereafter, until Landlord's Statement for an ensuing Fiscal Year reflects that
Tenant is not obligated to pay Operating Cost Escalation, Estimated Monthly
Escalation Payments equal to 1/12th of the annualized Operating Cost Escalation
for the immediately preceding Fiscal Year, Estimated Monthly Escalation Payments
for each ensuing Fiscal Year shall be made retroactively from the first day of
such Fiscal Year. In no event shall Tenant be obligated to pay more than the
actual Operating Cost Escalation during any Fiscal Year. Therefore, for any
Fiscal Year, such Estimated Monthly Escalation Payments shall be credited
towards Tenant's obligation to pay an Operating Cost Escalation for such Fiscal
Year, with an additional payment made by Tenant or credit issued by Landlord, as
applicable.

      The term "real estate taxes" as used above shall mean all taxes of every
kind and nature assessed by any governmental authority on the Lot, the Building
and improvements, or both, which the Landlord shall become obligated to pay
because of or in connection with the ownership, leasing and operation of the
Lot, the Building and improvements, or both, subject to the following There
shall be excluded for such taxes all income taxes, excess profits taxes, excise
taxes, franchise taxes, estate, succession, inheritance and transfer taxes,
provided, however, that if at any time during the Term the present system of ad
valorem taxation of real property shall be changed so that in lieu of the whole
or any part of the ad valorem tax on real property, there shall be assessed on
Landlord a capital levy or other tax on the gross rents.

                                        7


received with respect to the Lot, Building and improvements, or both, a federal,
state, county, municipal, or other local income, franchise, excise or similar
tax, assessment, levy or charge (distinct from any now in effect) measured by or
based, in whole or in part, upon any such gross rents, then any and all of such
taxes, assessments, levies or charges, to the extent so measured or based, shall
be deemed to be included within the term "real estate taxes." Upon Tenant's
reasonable request, Landlord shall furnish to Tenant copies of receipted real
estate tax bills showing payment in full of the real estate taxes applicable to
the Lot (and all improvements thereon) for the preceding tax fiscal year. Under
no circumstance will "real estate taxes" include any taxes now due or which
become due for a period prior to the Commencement Date.

      Landlord shall have the right from time to time during the Term hereof,
but not more than once per lease year, to change the periods of accounting under
this Section 4.2 to any annual period other than the Fiscal Year and upon any
such change all items referred to in this Section shall be appropriately
apportioned. In all Landlord's Statements, rendered under this Section, amounts
for periods partially within and partially without the accounting periods shall
be appropriately apportioned, and any items which are not determinable at the
time of a Landlord's Statement shall be included therein on the basis of
Landlord's estimate, and with respect thereto Landlord shall render promptly
after determination a supplemental Landlord's Statement, and appropriate
adjustment shall be made according thereto. All Landlord's Statements shall be
prepared on an accrual basis of accounting.

      All records that the Landlord is required to maintain hereunder shall be
maintained by the Landlord for a period of two (2) years following the
expiration of the Fiscal Year to which such records relate. Tenant shall have
the right, through its employees or representatives, to examine and audit such
records at reasonable times, but no more than once per Fiscal Year, upon not
less than five (5) days prior written notice. Such records shall be maintained
at Landlord's Address set forth in Section 1.1, or such other place within the
Commonwealth of Massachusetts as Landlord shall designate from time to time for
the keeping of such records. The costs of such audits shall be borne by Tenant,
provided, however, that if such audit establishes that the actual Operating Cost
Escalation for the Fiscal Year in question is less than the Landlord's final
determination of the Operating Cost Escalation as set forth in Landlord's
Statement submitted to Tenant by at least five percent (5%), then Landlord shall
pay the reasonable cost of such audit. If as a result of such audit, it is
determined that Tenant must pay additional amounts to Landlord on account of the
Operating Cost Escalation, or that Tenant has overpaid Landlord on account of
the Operating Cost Escalation, then the undercharged or overpaid party shall
reimburse the other party for the payment due, together with interest thereon
from the date of Landlord's Statement at the interest rate set forth in Section
4.3 hereof.

      Notwithstanding any other provision of this Section 4.2, if the Term
expires or is terminated as of a date other than the last day of a Fiscal Year
at the end of the Term, Tenant's last payment to Landlord under this Section 4.2
shall be made on the basis of Landlord's best estimate of the items otherwise
includable in Landlord's Statement and shall be made on or before the later of
(a) ten (10) days after Landlord delivers such estimate to Tenant, or (b) the
last day of the Term, with an appropriate payment or refund to be made upon
submission of Landlord's Statement.

                                        8


4.3   PAYMENTS.

      All payments of fixed and additional rent shall be made to Managing Agent,
or to such other person as Landlord may from time to time designate. If any
installment of Rent, fixed or additional, or on account of leasehold
improvements performed by Landlord or its contractor on Tenant's behalf,
pursuant to Article 3 hereof, is paid more than ten (10) days after written
notice that such payment is due (provided, however, that Tenant shall not be
entitled to written notice more than two (2) times in any twelve (12) month
period), at Landlord's election, it shall bear interest at the rate of 18% per
annum from such due date, which interest shall be immediately due and payable as
further additional rent.

                                    ARTICLE 5
                      LANDLORD'S COVENANTS/REPRESENTATIONS

5.1   LANDLORD'S COVENANTS DURING THE TERM.

      Landlord covenants during the Term

       5.1.1  Building Services - To furnish, through Landlord's employees or
              independent contractors, the services listed in Exhibit "D",
              because of U.S. Department of Defense requirements particular to
              Tenant's Permitted Uses, Landlord further agrees that services
              provided outside of business hours may only be performed by
              citizens of the United States or permanent residents or refugees
              under 8 U.S.C. Section 1324b(a)(3),

       5.1.2  Additional Building Services - To furnish, through Landlord's
              employees or independent contractors, reasonable additional
              Building operation services upon reasonable advance request of
              Tenant at equitable rates from time to time established by
              Landlord to be paid by Tenant,

       5.1.3  Repairs - Except as otherwise provided in Article 7, to make such
              repairs to the roof, exterior walls, floor slabs, HVAC (where
              repairs are not due to Tenant's negligence) and common facilities
              of the Building as may be necessary to keep them in serviceable
              condition and in the condition set forth in Section 5.1.5 below,

       5.1.4  Quiet Enjoyment - That Landlord has the right to make this Lease
              and that Tenant, on paying the Rent and performing its obligations
              hereunder, shall peacefully and quietly have, hold and enjoy the
              Premises throughout the Term without any manner of hindrance or
              molestation from Landlord or anyone claiming under Landlord,
              subject, however, to all the terms and provisions hereof,

                                        9


       5.1.5  Common Areas - To keep and maintain the common areas and parking
              facilities of the Building in good order, condition and repair,
              including, without limitation, to snowplow and sand the parking
              areas and sidewalks located upon the Lot up to the entrances of
              the Building, and in a safe, clean, sightly and sanitary condition
              in accordance with good and accepted Building practices and in a
              manner consistent with first-class buildings of a similar size and
              nature to that of the Building,

       5.1.6  Insurance - Throughout the Term of this Lease, Landlord shall
              purchase and keep in force and effect, or cause to be purchased
              and kept in force and effect, Commercial General Liability
              Insurance, written on an occurrence and not on a claims-made
              basis, containing provisions adequate to protect Landlord from and
              against claims for bodily injury, and claims for property damage
              occurring upon the Lot or the Building located thereon and/or
              occurring on the Premises due to the acts or omissions of Landlord
              or its officers, agents, employees or independent contractors, or
              due to Landlord's failure to comply with, or default or other
              breach of, the provisions of this Lease, such insurance having
              bodily injury and property damage combined limits of liability of
              not less than $1,000,000 per occurrence, which coverage may be
              provided by supplementing the Commercial General Liability policy
              with an Umbrella Liability policy.

              Landlord shall also purchase and keep in force, or cause to be
              purchased and kept in force, insurance upon the Lot and Building
              (including the Premises) against loss or damage by a hazard
              insured under a so-called "Special Form" policy and such
              additional insurance as would customarily be carried by prudent
              owners of similar buildings in the same locale as the Building,
              and in all events including collapse, vandalism, water damage and
              sprinkler leakage, comprehensive boiler and machinery insurance,
              in an amount equal to the actual replacement cost of the Building
              (including the Premises), including the value of all additions,
              alterations, replacements and repairs thereto made by Landlord, as
              well as machinery, equipment and their systems forming a part
              thereof, or in such greater amount as shall be required to prevent
              Landlord or Tenant or other tenants of the Building from becoming
              a co-insurer within the terms of the applicable policies. The
              phrase "actual replacement cost" shall mean the actual replacement
              cost (excluding cost of excavations, foundations, and footings)
              without diminution of such cost for depreciation or obsolescence.
              The foregoing policy shall contain an agreed-amount clause waiving
              co-insurance, and Landlord shall annually update the amount of
              insurance coverage and arrange to continue the agreed-amount
              clause. The foregoing policy shall also contain, to the extent
              applicable, endorsements providing coverage for demolition costs,
              increased cost of construction, and contingent liability from
              operation of building laws.

                                       10


              Landlord shall also maintain the requisite flood insurance as is
              customary and as may be required by Landlord's mortgagee(s).

              The annual costs paid by Landlord in maintaining the foregoing
              insurance during the Term shall be included in Landlord's
              Operating Costs set forth in Article 4 hereof, and Tenant shall
              pay its pro rata share as specified in said Article 4.

              All insurance required in this Section or elsewhere in this Lease
              shall be effected under valid and enforceable policies issued by
              insurers of recognized responsibility licensed to do business in
              the State in which the Building is located and rated by Best's
              Insurance Reports or any successor publication of comparable
              standing and carrying a rating of A-VII or better, or the then
              equivalent of such rating. All such policies shall be written as
              primary policies not contributing with or in excess of coverage
              which Landlord may carry.

              Nothing contained in this Article or elsewhere in this Lease shall
              prohibit a party from obtaining a policy or policies of blanket
              insurance which may cover other property of the insuring party
              provided that (x) any such blanket policy expressly allocates to
              the properties hereunder to be insured not less than the amount of
              insurance required hereunder, and (y) such blanket policy shall
              not diminish the obligations of the insuring party so that the
              proceeds from such policies shall be an amount no less than the
              amount of the proceeds that would be available if the insuring
              obtained the required insurance under policies separately insuring
              the risks which this Lease requires to be insured.

              Each party agrees to have included in each of its insurance
              policies a waiver of the insurer's rights of subrogation against
              the other party set forth in Section 10.13 hereof to the extent
              applicable without payment of any additional premiums.

              Landlord agrees to furnish evidence of the foregoing insurance by
              providing Tenant with Certificate(s) of Insurance on or before the
              Commencement Date hereunder and from time to time hereafter during
              the Term of this Lease upon the reasonable request of Tenant,

       5.1.7  Tenant's Costs - In case Tenant shall, without any fault on its
              part, be made party to any litigation commenced by or against
              Landlord or by or against any parties in possession of the
              Premises or any part thereof claiming under Landlord, Landlord
              shall pay all costs including, without implied limitation,
              reasonable counsel fees (at rates standard to the Boston market
              rates) and judgments or amounts incurred by or imposed upon Tenant
              in connection with such litigation and also to pay all such costs
              and fees incurred by Tenant in

                                       11


              connection with the successful enforcement by Tenant of any
              obligations of Landlord under this Lease,

       5.1.8  Additional Storage Space - Landlord's affiliate, Burlington
              Crossing LLC, agrees to allow Tenant to use additional space,
              without additional rent, within the adjacent 6,000 square foot
              building owned by Landlord and further described in Exhibit "T"
              hereof for the purposes of storing one or more electric or diesel
              powered vehicles (provided, however, that all fuel is removed
              prior to storage), or other equipment related to Tenant's
              Permitted Uses. Use of such space is subject to all of the terms
              and provisions of this Lease other than the payment of Base Rent.
              Landlord may, in its sole discretion, require Tenant to remove the
              vehicles on forty-five (45) days prior written notice (i.e. such
              use shall be until such time as notified by Landlord hereunder).
              It is hereby acknowledged and agreed that Landlord shall use good
              faith, diligent efforts to provide alternate on-site storage space
              to Tenant, and

       5.1.9  Indemnity - To defend, with counsel reasonably acceptable to
              Tenant, save harmless, and indemnify Tenant from any liability for
              injury, loss, accident or damage to any person or property and
              from any claims, actions, proceedings and expenses and costs in
              connection therewith (including, without implied limitation,
              reasonable counsel fees) arising directly from the negligent or
              willful acts, omissions and/or misconduct of Landlord and not
              caused directly by the negligent or willful acts, omissions and/or
              misconduct of Tenant. In no event shall Landlord be obligated to
              indemnify Tenant for any willful or negligent act or omission of
              Tenant or any of Tenant's employees, agents, contractors or
              licensees.

5.2   INTERRUPTIONS.

      Landlord shall not be liable to Tenant for any compensation or reduction
of rent by reason of inconvenience or annoyance or for loss of business arising
from power losses or shortages or from the necessity of Landlord's entering the
Premises for any of the purposes in this Lease authorized, or for repairing the
Premises or any portion of the Building or Lot. After the Commencement Date, in
case Landlord is prevented or delayed from making any repairs, alterations or
improvements, or furnishing any service or performing any other covenant or duty
to be performed on Landlord's part, by reason of any cause reasonably beyond
Landlord's control, Landlord shall not be liable to Tenant therefore, nor,
except as expressly otherwise provided in Article 7, shall Tenant be entitled to
any abatement or reduction of rent by reason thereof, nor shall the same give
rise to a claim in Tenant's favor that such failure constitutes, actual or
constructive, total or partial, eviction from the Premises.

      Landlord reserves the right to stop any service or utility system when
necessary by reason of accident or emergency or until necessary repairs have
been completed. Except in case of emergency repairs, Landlord will give Tenant
reasonable advance notice of any contemplated

                                       12



stoppage and will use reasonable efforts to avoid unnecessary inconvenience to
Tenant by reason thereof.

      Notwithstanding the foregoing, after the Commencement Date, if a total
interruption that has been caused by the negligence or willful misconduct of
Landlord, or by construction of improvements (as opposed to repairs) continues
for more than thirty (30) consecutive business days, Tenant shall be allowed to
abate the Rent by 50% for the pro rata portion of the month in which the
interruption takes place and continues.

5.3   LANDLORD'S REPRESENTATIONS.

      Landlord hereby represents and warrants to Tenant that the existing
certificate of occupancy for the Building and the zoning classification and
local laws and ordinances applicable to the Premises as of the date of execution
of this Lease permit the use of the Premises for the Permitted Uses and allow a
sign to be placed on the Building as provided in Section 6.1.18 hereof.

                                    ARTICLE 6
                               TENANT'S COVENANTS

6.1   TENANT'S COVENANTS DURING THE TERM.

      Tenant covenants during the Term and such further time as Tenant occupies
      any part of the Premises.

       6.1.1  Tenant's Payments - To pay when due (a) all Fixed Rent and
              additional rent, (b) all taxes which may be imposed on Tenant's
              personal property in the Premises (including, without limitation,
              Tenant's fixtures and equipment) regardless to whomever assessed,
              (c) all charges by public utility for telephone and other utility
              services (including service inspections therefor) rendered to the
              Premises not otherwise required hereunder to be furnished by
              Landlord without charge and not consumed in connection with any
              services required to be furnished by Landlord without charge, and
              (d) as additional rent, all charges of Landlord for services
              rendered pursuant to Section 5.1.2 hereof,

       6.1.2  Repairs and Yielding Up - Except as otherwise provided in Article
              7 and Section 5.1.3, to keep the Premises in good order, repair
              and condition, reasonable wear only excepted, and at the
              expiration or termination of this Lease peaceably to yield up the
              Premises and all changes and additions therein in such order,
              repair and condition, first removing all goods and effects of
              Tenant and any items, the removal of which is required by
              agreement or specified therein to be removed at Tenant's election
              and which Tenant elects to remove, and repairing all damage caused
              by such

                                       13


              removal and restoring the Premises and leaving them clean and
              neat, any property not so removed shall be deemed abandoned and
              may be removed and disposed of by Landlord, in such manner as
              Landlord shall determine, and Tenant shall pay Landlord the entire
              cost and expense incurred by it by effecting such removal and
              disposition and any damage resulting therefrom, it being agreed
              that the acceptance of reasonable use and wear shall not apply so
              as to permit Tenant to keep the Premises in anything less than
              suitable, tenantable and usable condition, considering the nature
              of the Premises and the use reasonably made thereof, or in less
              than good and tenantable repair,

       6.1.3  Occupancy and Use - From the Commencement Date, to use and occupy
              the Premises only for the Permitted Uses, and not to injure or
              deface the Premises, Building or Lot, and not to permit in the
              Premises any auction sale, nuisance, or the emission from the
              Premises of any objectionable noise or odor, nor any use thereof
              which is improper, offensive, contrary to law or ordinances, or
              liable to invalidate or increase the premiums for any insurance on
              the Building or its contents or liable to render necessary any
              alteration or addition to the Building,

       6.1.4  Rules and Regulations - To comply with the Rules and Regulations
              set forth in Exhibit "E" and all other reasonable Rules and
              Regulations hereafter made by Landlord, of which Tenant has been
              given notice, for the care and use of the Building and Lot and
              their facilities and approaches, it being understood that Landlord
              shall not be liable to Tenant for the failure of other tenants of
              the Building to conform to such Rules and Regulations,

       6.1.5  Safety Appliances - To keep the Premises equipped with all safety
              appliances required by law or ordinance or any other regulation of
              any public authority because of any use made by Tenant and to
              procure all licenses and permits so required because of such use
              and, if requested by Landlord, to do any work so required because
              of such use, it being understood that the foregoing provisions
              shall not be construed to broaden in any way Tenant's Permitted
              Uses,

       6.1.6  Assignment and Subletting - Not without prior written consent of
              Landlord (which consent shall not be unreasonably withheld or
              delayed by Landlord) to assign this Lease, to make any sublease,
              or to permit occupancy of the Premises or any part thereof by
              anyone other than Tenant, voluntarily or by operation of law, it
              being understood that Tenant shall, as additional rent, reimburse
              Landlord promptly for reasonable legal and other expenses incurred
              by Landlord in connection with any request by Tenant for consent
              to assignment or subletting. No assignment or subletting shall
              affect the continuing primary liability of Tenant (which,

                                       14


              following assignment, shall be joint and several with the
              assignee). No consent to any of the foregoing in a specific
              instance shall operate as waiver in any subsequent instance. If
              Tenant requests Landlord's consent to assign this Lease or sublet
              more than forty percent (40%) of the Premises, Landlord shall have
              the option, exercisable by written notice to Tenant given within
              thirty (30) days after receipt of such request, to terminate this
              Lease as of a date specified in such notice which shall be not
              less than forty-five (45), or more than sixty (60) days after the
              date of such notice, and any rental received by Tenant from
              sub-tenant must be remitted to Landlord, provided, however, in the
              event Landlord notifies Tenant of its right to recapture as
              aforesaid, Tenant shall have the right, exercisable by written
              notice within fifteen (15) days of receipt of Landlord's notice,
              to withdraw its request to so assign or sublet the Premises.
              Landlord and Tenant hereby further agree that if Landlord approves
              a sublease or assignment with a total rentable amount greater than
              the total rent due from Tenant to Landlord under this Lease, then
              Tenant shall pay to Landlord forthwith upon Tenant's receipt of
              each such installment of such excess rent during the term of any
              approved sublease or assignment, as additional rent hereunder, an
              amount equal to fifty percent (50%) of the positive excess between
              all fixed rent and additional rent received by Tenant under the
              sublease or assignment (after reimbursement to Tenant of all
              reasonable brokerage fees, reasonable attorney fees, reasonable
              tenant improvement allowances and any other subletting costs
              reasonably incurred by Tenant) and the Fixed Rent and additional
              rent to Landlord under this Lease. In the event the sublease is
              less than the full Premises hereunder, the above rent adjustment
              shall be equally prorated on a square foot basis.

              Notwithstanding the foregoing, Tenant shall have the right,
              without Landlord's consent, to sublet, assign or otherwise
              transfer its interest in this Lease to any parent, affiliate or
              operating subsidiary of Tenant, or subsidiary or affiliate of
              Tenant's parent, or to a corporation with which it may merge or
              consolidate, provided, however, that such sublessee, assignee, or
              transferee agrees to be bound by all the terms and provisions of
              this Lease and written documentation evidencing same is provided
              to Landlord.

              Anything contained in the foregoing provisions of this section to
              the contrary notwithstanding, neither Tenant nor any other person
              having interest in the possession, use, occupancy or utilization
              of the Premises shall enter into any lease, sublease, license,
              concession or other agreement for use, occupancy or utilization of
              space in the Premises which provides for rental or other payment
              for such use, occupancy or utilization based, in whole or in part,
              on the net income or profits derived by any person from the
              Premises leased, used, occupied or utilized (other than an amount

                                       15


              based on a fixed percentage or percentages of receipts or sales),
              and any such purported lease, sublease, license, concession or
              other agreement shall be absolutely void and ineffective as a
              conveyance of any right or interest in the possession use,
              occupancy or utilization of any part of the Premises,

       6.1.7  Indemnity - To defend, with counsel reasonably acceptable to
              Landlord, save harmless, and indemnify Landlord from any liability
              for injury, loss, accident or damage to any person or property and
              from any claims, actions, proceedings and expenses and costs in
              connection therewith (including, without implied limitation,
              reasonable counsel fees) (i) arising from the omission, fault,
              willful act, negligence or other misconduct of Tenant or from any
              use made or thing done or occurring on the Premises not due to the
              omission, fault, willful act, negligence or other misconduct of
              Landlord, or (ii) resulting from the failure of Tenant to perform
              and discharge its covenants and obligations under this Lease,

       6.1.8  Tenant's Liability Insurance - To maintain public liability
              insurance in the Premises in amounts which shall, at the beginning
              of the Term, be at least equal to the limits set forth in Section
              1.1 and from time to time during the Term, shall be for such
              higher limits, if any, as are customarily carried in the area in
              which the Premises are located on property similar to the Premises
              and used for similar purposes and to furnish Landlord with the
              certificates thereof,

       6.1.9  Tenant's Workmen's Compensation Insurance - To keep all Tenant's
              employees working in the Premises covered by workmen's
              compensation insurance in statutory amounts and to furnish
              Landlord with certificates thereof,

       6.1.10 Landlord's Right of Entry - To permit Landlord and Landlord's
              agents entry, to examine the Premises at reasonable times upon
              notice to Tenant (except in the event of an emergency where notice
              shall be given as soon as possibly practicable) and, if Landlord
              shall so elect, to make repairs or replacements, to remove, at
              Tenant's expense, any changes, additions, signs, curtains, blinds,
              shades, awnings, aerials, flagpoles, or the like not consented to
              in writing, and to show the Premises to prospective tenants during
              the six (6) months preceding expiration of the Term and to
              prospective purchasers and mortgagees at all reasonable times. Any
              such entry by Landlord (or its contractors) hereunder shall be
              conducted in such a manner as to reasonably minimize any
              disruption to Tenant's operations therein. Landlord hereby
              acknowledges that in connection with any such entry, Landlord (or
              its contractors or invitees as hereinabove permitted) may come
              into contact with sensitive and confidential material of Tenant,
              and therefore Landlord agrees to enter (and/or have its
              contractors or

                                       16


              invitees enter) into reasonable disclosure documents regarding the
              non-disclosure of such sensitive and confidential material of
              Tenant,

       6.1.11 Loading - Not to place a load upon the Premises exceeding an
              average rate of one hundred and fifty (150) pounds of live load
              per square foot of floor area, and not to move any safe, vault or
              other heavy equipment in, about or out of the Premises except in
              such a manner and at such times as Landlord shall in each instance
              approve, Tenant's business machines and mechanical equipment which
              cause vibration or noise that may be transmitted to the Building
              structure or to any other leased space in the Building shall be
              placed and maintained by Tenant in settings of cork, rubber,
              spring, or other types of vibration eliminators sufficient to
              eliminate such vibration or noise,

       6.1.12 Landlord's Costs - In case Landlord shall, without any fault on
              its part, be made party to any litigation commenced by or against
              Tenant or by or against any parties in possession of the Premises
              or any part thereof claiming under Tenant, Tenant shall pay, as
              additional rent, all costs including, without implied limitation,
              reasonable counsel fees (at rates standard to the Boston market
              rates) and judgments or amounts incurred by or imposed upon
              Landlord in connection with such litigation and as additional
              rent, also to pay all such costs and fees incurred by Landlord in
              connection with the successful enforcement by Landlord of any
              obligations of Tenant under this Lease,

       6.1.13 Tenant's Property - All the furnishings, fixtures, equipment,
              effects and property of every kind, nature and description of
              Tenant and of all persons claiming by, through or under Tenant
              which, during the continuance of this Lease or any occupancy of
              the Premises by Tenant or anyone claiming under Tenant, may be on
              the Premises or elsewhere in the Building or on the Lot shall be
              at the sole risk and hazard of Tenant, and if the whole or any
              part thereof shall be destroyed or damaged by fire, water or
              otherwise, or by the leakage or bursting of water pipes, steam
              pipes, or other pipes, by theft, or from any other cause, no part
              of said loss or damage is to be charged to or to be borne by
              Landlord, except to the extent that such damage is directly caused
              by Landlord's negligence or willful misconduct,

       6.1.14 Labor or Materialmen's Liens - To pay promptly when due the entire
              cost of any work done on the premises by Tenant, its agents,
              employees, or independent contractors, not to cause or permit any
              liens for labor or material performed or furnished in connection
              therewith to attach to the Premises, and upon receipt of written
              notice of such liens, to timely discharge any such liens which may
              so attach,

                                         17


            6.1.15      Changes or Additions - Not to make any changes or
                        additions to the Premises without Landlord's prior
                        written consent (which consent shall, in the instances
                        of non-structural changes or additions only, not be
                        unreasonably withheld or delayed),

            6.1.16      Holdover - To pay to Landlord twice the Fixed and
                        additional rent then applicable for each month or
                        portion thereof Tenant shall retain possession of the
                        Premises or any part thereof after the termination of
                        this Lease, whether by lapse of time or otherwise, and
                        also to pay all damages sustained by Landlord on account
                        thereof, the provisions of this subsection shall not
                        operate as a waiver by Landlord of any right of re-entry
                        provided in this Lease,

            6.1.17      Hazardous Materials - Tenant shall not (either with or
                        without negligence) cause or permit the escape, disposal
                        or release of any biologically or chemically active or
                        other hazardous substances, or materials onto or in the
                        vicinity of the Premises. Tenant shall not allow the
                        storage or use of such substances or materials in any
                        manner not sanctioned by law or by the highest standards
                        prevailing in the industry for the storage and use of
                        such substances or materials, nor allow to be brought
                        into the Premises any such materials or substances
                        except to use in the ordinary course of Tenant's
                        business. Tenant agrees to furnish, upon Landlord's
                        request, a written inventory of the identity of such
                        substances or materials used in the ordinary course of
                        Tenant's business. Without limitation, hazardous
                        substances and materials shall include those described
                        in the Comprehensive Environmental Response,
                        Compensation and Liability Act of 1980, as amended, 42
                        U.S.C. Section 9601 et seq, the Resource Conservation
                        and Recovery Act, as amended, 42 U.S.C. Section 6901 et
                        seq, the Massachusetts Hazardous Waste Management Act,
                        as amended, M G L c 21C, the Massachusetts Oil and
                        Hazardous Material Release Prevention and Response Act,
                        as amended, M G L c 21E, any applicable local ordinance
                        or bylaw, and the regulations adopted under these acts
                        (collectively, the "Hazardous Waste Laws"). If any
                        lender or governmental agency shall ever require testing
                        to ascertain whether or not there has been any release
                        of hazardous materials, then the reasonable costs
                        thereof shall be reimbursed by Tenant to Landlord upon
                        demand as additional charges if such requirement applies
                        to the Premises and only if such release is determined
                        by a third party consultant to have been caused by
                        Tenant. If Tenant receives from any federal, state or
                        local governmental agency any notice of violation or
                        alleged violation of any Hazardous Waste Law, or if
                        Tenant is obligated to give any notice under any
                        Hazardous Waste Law, Tenant agrees to forward to
                        Landlord a copy of any such notice within three (3)
                        business days of Tenant's receipt or transmittal
                        thereof. In addition, Tenant shall execute affidavits,
                        representations and the like from time to time at
                        Landlord's request

                                       18


                        concerning Tenant's best knowledge or belief regarding
                        the presence of hazardous substances or materials on the
                        Premises. In all events, Tenant shall indemnify Landlord
                        in the manner provided in Section 6.1.7 of this Lease
                        from any release of hazardous substances or materials if
                        caused by Tenant or persons acting under Tenant on the
                        Premises or in the Building or on the Lot. Landlord
                        retains the right to inspect the Premises at all
                        reasonable times, upon reasonable notice to Tenant, to
                        ensure compliance with this paragraph. The within
                        covenants shall survive the expiration or earlier
                        termination of the Term,

            6.1.18      Signs and Advertising - Except as hereinafter expressly
                        provided, Tenant will not place or suffer to be placed
                        or maintained on the exterior or roof of the Premises
                        any sign, decoration, lettering or advertising matter or
                        any other thing of any kind Tenant will, at its sole
                        cost and expense, maintain such sign, decoration,
                        lettering, advertising matter, or other thing as may be
                        permitted hereunder in good condition and repair at all
                        times.

                        Tenant shall have the right, at its sole cost and
                        expense, subject to applicable sign ordinances and to
                        Landlord's prior approval, to install a clean and
                        professionally lettered sign customary or appropriate in
                        the conduct of Tenant's business designating iRobot
                        Corporation on the South Avenue side of the Building (in
                        such location as designated on Exhibit "A" of this
                        Lease). Landlord will fully cooperate with Tenant in
                        filing any required signage application, permit and/or
                        variance for said signage as described in this Section
                        6.1.18. Tenant is responsible for any permitting or
                        variance fees. It is hereby acknowledged by and between
                        Landlord and Tenant that Tenant shall also be entitled
                        to standard building signage at the entries to the
                        Premises and on the lobby directory of the Building,

            6.1.19      Security - All security shall be the Tenant's sole
                        responsibility. In no event shall Landlord be
                        responsible for providing any security to the Premises
                        or to the Building's common areas and parking
                        facilities,

            6.1.20      Rooftop Communication Equipment - Subject to the
                        provisions hereinafter provided, Tenant shall have the
                        right from time to time during the Term hereof to
                        install rooftop communication equipment (i.e. satellite
                        or antenna devices or GPS systems) on the roof of the
                        Building.  Subject to applicable law, matters of title,
                        and the consent of Landlord (which consent shall not be
                        unreasonably withheld or delayed), Tenant, at its sole
                        cost and expense, has the right to install such
                        equipment on the roof of the Building. The size and
                        location of the installation shall be at a site
                        acceptable to Landlord, and the approval of any such
                        size and location shall not be reasonably withheld or
                        delayed by Landlord. Tenant shall install the equipment
                        in accordance with sound construction practices, and in
                        accordance with all applicable laws, rules, codes and
                        ordinances, and in a

                                       19


                        good and workmanlike manner. Tenant shall use such
                        roofing contractor required to comply with the existing
                        roof warranties, as designated by Landlord. Tenant shall
                        indemnify, defend and hold Landlord harmless from and
                        against any and all liability or loss arising from or
                        out of the installation or removal of such rooftop
                        communication equipment. Upon expiration of the Term,
                        Tenant shall be responsible for the removal of the same
                        and for repairing any damage caused therefrom, and

            6.1.21      Access - Subject to the terms and provisions of this
                        Lease, applicable law and so long as Tenant's use is
                        conducted in such a manner as to minimize any disruption
                        to other tenants of the Building (including their
                        employees, agents, invitees, licensees and the like),
                        Tenant shall have the right to use (i) certain common
                        areas as "testing areas" (specifically such areas as are
                        designated as such on Exhibit "A" attached hereto), and
                        (ii) the side door of the Building for purposes of
                        bringing robots in and out of the Building.

6.2   APPROVAL BY TENANT'S BOARD OF DIRECTORS.

      Tenant's obligation to perform its covenants and agreements hereunder is
subject to the condition precedent that this Lease be approved by Tenant's Board
of Directors. Unless Tenant gives Landlord written notice within ten (10) days
after the date hereof that the Board disapproves this Lease, then this condition
shall be deemed to have been satisfied or waived and the provisions of this
Section 6.2 shall be of no further force or effect. If Tenant provides such
notice of disapproval to Landlord, then all of Landlord's and Tenant's
obligations hereunder shall be deemed terminated and this Lease shall terminate
without recourse to the parties hereto.

                                    ARTICLE 7
                              CASUALTY AND TAKING

7.1   CASUALTY AND TAKING.

      In case during the Term all or any substantial part of the Premises, the
Building, or Lot or any one or more of them, are damaged materially by fire or
any other cause or by action of public or other authority in consequence thereof
or are taken by eminent domain or Landlord receives compensable damage by reason
of anything lawfully done in pursuance of public or other authority, this Lease
shall terminate at Landlord's or Tenant's election, which may be made,
notwithstanding. Landlord's entire interest may have been divested, by notice
given to Tenant, or Landlord as applicable, within thirty (30) days after the
occurrence of the event giving rise to the election to terminate, which notice
shall specify the effective date of termination which shall be not less than
thirty (30) nor more than sixty (60) days after the date of notice of such
termination. If in any such case the Premises are rendered unfit for use and
occupation and the Lease is not so terminated, Landlord shall use due diligence
to put the Premises, or in case of taking, what may remain thereof (excluding
any items installed or paid for by Tenant which Tenant may be required or
permitted to remove) into proper condition for use and occupation to

                                       20


the extent permitted by the net award of insurance or damages, and a just
proportion of the Fixed Rent and additional rent according to the nature and
extent of the injury shall be abated until the Premises or such remainder shall
have been put by Landlord in such condition, and in case of a taking or any
other aforementioned cause which permanently reduces the area of the Premises, a
just proportion of the Fixed Rent and additional rent shall be abated for the
remainder of the Term and an appropriate adjustment shall be made to the Annual
Estimated Operating Costs.

7.2   RESERVATION OF AWARD.

      Landlord reserves to itself any and all rights to receive awards made for
damages to the Premises, Building or Lot and the leasehold hereby created, or
any one or more of them, accruing by reason of exercise of eminent domain or by
reason of anything lawfully done in pursuance of public or other authority.
Tenant hereby releases and assigns to Landlord all Tenant's rights to such
awards, and covenants to deliver such further assignments and assurances thereof
as Landlord may from time to time request, hereby irrevocably designating and
appointing Landlord as its attorney-in-fact to execute and deliver in Tenant's
name and behalf all such further assignments thereof. It is agreed and
understood, however, that Landlord does not reserve to itself, and Tenant does
not assign to Landlord, any damages payable for (i) movable trade fixtures
installed by Tenant or anybody claiming under Tenant, at its own expense, or
(ii) relocation expenses recoverable by Tenant from such authority in a separate
action.

                                   ARTICLE 8
                              RIGHTS OF MORTGAGEE

8.1   PRIORITY OF LEASE

      Landlord shall have the option to subordinate this Lease to any mortgagee
or deed of trust of the Lot or Building, or both ("the mortgaged premises"),
provided that the holder thereof enters into an agreement (substantially in the
form attached hereto as Exhibit "K" or such other form requested by such
mortgagee and reasonably acceptable to Tenant) with Tenant by the terms of which
the holder will agree to recognize the rights of Tenant under this Lease and to
accept Tenant as tenant of the Premises under the terms and conditions of this
Lease in the event of acquisition of title by such holder through foreclosure
proceedings or otherwise and Tenant will agree to recognize the holder of such
mortgage as Landlord in such event, which agreement shall be made to expressly
bind and inure to the benefit of the successors and assigns of Tenant and of the
holder and upon anyone purchasing the mortgaged premises at any foreclosure
sale. Any such mortgage to which this Lease shall be subordinated may contain
such terms, provisions and conditions as the holder deems usual or customary.
Unless Landlord exercises such option, this Lease shall be superior to and shall
not be subordinated to any mortgage or other voluntary lien or other encumbrance
on the mortgaged premises. Landlord agrees to obtain and furnish to Tenant a
Subordination and Non-Disturbance Agreement in said form attached hereto as
Exhibit "K" within thirty (30) days after execution of this Lease by both
parties hereto. Landlord acknowledges that Paragraph 4 of Exhibit K requires
that Tenant pay rent directly to the Mortgagee in the event demand is made upon
Tenant by Mortgagee.

                                       21


8.2   LIMITATION ON MORTGAGEE'S LIABILITY.

      Upon entry and taking possession of the mortgaged premises for any purpose
other than foreclosure, the holder of a mortgage shall have all rights of
Landlord, and during the period of such possession, the duty to perform all
Landlord's obligations hereunder. Except during such period of possession, no
such holder shall be liable, either as mortgagee or as holder of a collateral
assignment of this Lease, to perform, or be liable in damages for failure to
perform any of the obligations of Landlord unless and until such holder shall
enter and take possession of the mortgaged premises for the purpose of
foreclosing a mortgage. Upon entry for the purpose of foreclosing a mortgage,
such holder shall be liable to perform all of the obligations of Landlord,
provided that a discontinuance of any foreclosure proceeding shall be deemed a
conveyance under the provisions of Section 10.5 to the owner of the equity of
the mortgaged premises.

8.3   INTENTIONALLY DELETED.

8.4   NO PREPAYMENT OR MODIFICATION, ETC.

      No Fixed Rent, additional rent, or any other charge shall be paid more
than one (1) month prior to the due dates thereof, and payments made in
violation of this provision shall (except to the extent that such payments are
actually received by a mortgagee in possession or in the process of foreclosing
its mortgage) be a nullity as against such mortgagee, and Tenant shall be liable
for the amount of such payments to such mortgagee. No assignment of this Lease
and no agreement to make or accept any surrender, termination or cancellation of
this Lease and no agreement to modify so as to reduce the rent, change the Term,
or otherwise materially change the rights of Landlord under this Lease, or to
relieve Tenant of any obligations or liability under this Lease, shall be valid
unless consented to in writing by Landlord's mortgagees of record, if any.

8.5   NO RELEASE OR TERMINATION.

      No act or failure to act on the part of Landlord which would entitle.
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination of such obligations or a termination of this Lease unless (i) Tenant
shall have first given written notice of Landlord's act or failure to act to
Landlord's mortgagees of record, if any, specifying the act or failure to act on
the part of Landlord which could or would give basis to Tenant's rights, and
(ii) such mortgagees, after receipt of such notice, have failed or refused to
correct or cure the condition complained of within a reasonable time thereafter,
but nothing contained in this Section 8.5 shall be deemed to impose any
obligation on any such mortgagee to correct or cure any such condition.
"Reasonable time" as used above means and includes a reasonable time to obtain
possession of the mortgaged premises, if the mortgagee elects to do so, and a
reasonable time to correct or cure the condition if such condition is determined
to exist.

                                       22


8.6   CONTINUING OFFER.

      The covenants and agreements contained in this Lease with respect to the
rights, powers and benefits of a mortgagee (particularly, without limitation
thereby, the covenants and agreements contained in this Article 8) constitute a
continuing offer to any person, corporation or other entity, which by accepting
or requiring an assignment of this Lease or by entry or foreclosure assumes the
obligations herein set forth with respect to such mortgagee, and such mortgagee
shall be entitled to enforce such provisions in its own name. Tenant agrees on
request of Landlord to execute and deliver from time to time any agreement which
may reasonably be deemed necessary to implement the provisions of this Article
8.

8.7   MORTGAGEE'S APPROVAL.

      Landlord's obligation to perform its covenants and agreements hereunder is
subject to the condition precedent that this Lease be approved by the holder of
any mortgage of which the Premises are a part and by the issuer of any
commitment to make a mortgage loan which is in effect on the date hereof. Unless
Landlord gives Tenant written notice within ten (10) days after the date hereof
that such holder or issuer, or both, disapprove this Lease, then this condition
shall be deemed to have been satisfied or waived and the provisions of this
Section 8.7 shall be of no further force or effect. If Landlord provides such
notice of disapproval to Tenant, then all of Landlord's and Tenant's obligations
hereunder shall be deemed terminated and this Lease shall terminate without
recourse to the parties hereto.

8.8   SUBMITTAL OF FINANCIAL STATEMENT.

      Subject to reasonable confidentiality restrictions, at any time and from
time to time during the Term of this Lease (but not more than quarterly), within
fifteen (15) days after request therefor by Landlord, Tenant shall supply to
Landlord and/or any Mortgagee a current financial statement (i.e. , unaudited
quarterly and audited for annual statements) or such other financial information
as may be reasonably required by any such party.

                                    ARTICLE 9
                                     DEFAULT

9.1   EVENTS OF DEFAULT.

      If any default by Tenant continues after written notice, in case of Fixed
Rent or additional rent for more than ten (10) days, or in any other case for
more than thirty (30) days and such additional time, if any, as is reasonably
necessary to cure the default if the default is of such a nature that it cannot
reasonably be cured in thirty (30) days, or if Tenant makes any assignment for
the benefit of creditors, or files a petition under any bankruptcy or insolvency
law, or if such a petition is filed against Tenant and is not dismissed within
ninety (90) days, or if a receiver or similar officer becomes entitled to
Tenant's leasehold hereunder and it is not returned to Tenant within ninety (90)
days, or if such leasehold is taken on execution or other process of law in any

                                       23


action against Tenant, then, and in any such cases, Landlord and the agents and
servants of Landlord may, in addition to and not in derogation of any remedies
for any preceding breach of covenant, immediately or at any time thereafter
while such default continues and without further notice and with or without
process of law, if permitted by applicable law, enter into and upon the Premises
or any part thereof in the name of the whole or mail a notice of termination
addressed to Tenant at the Premises and repossess the same as of Landlord's
former estate and expel. Tenant and those claiming through or under Tenant and
remove its and their effects (forcibly, if necessary) without being deemed
guilty of any manner of trespass and without prejudice to any remedies which
might otherwise be used for arrears of rent or prior breach of covenant, and
upon such entry or mailing as aforesaid, this Lease shall terminate, but Tenant
shall remain liable as hereinafter provided. Tenant hereby waives all statutory
rights (including, without limitation, rights of redemption, if any) to the
extent such rights may be lawfully waived, and Landlord, without notice to
Tenant, may store Tenant's effects and those of any person claiming through or
under Tenant at the expense and risk of Tenant and, if Landlord so elects, may
sell such effects at public auction or private sale and apply the net proceeds
to the payment of all sums due to Landlord from Tenant, if any, and pay over the
balance, if any, to Tenant. Notwithstanding the foregoing provisions of this
Section 9.1, Landlord shall not have the right to sell or otherwise alienate
Tenant's computers or any robotic equipment or government owned equipment.

9.2   TENANT'S OBLIGATIONS AFTER TERMINATION.

      In the event that this Lease is terminated under any of the provisions
contained in Section 9.1 or shall be otherwise terminated for breach of any
obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as
compensation, the excess of the total rent reserved for the residue of the Term
over the rental value of the Premises for said residue of the Term. In
calculating the rent reserved, there shall be included, in addition to the Fixed
Rent and all additional rent, the value of all other consideration agreed to be
paid or performed by Tenant for said residue. Tenant further covenants as an
additional and cumulative obligation after any such ending to pay punctually to
Landlord all the sums and perform all the obligations which Tenant covenants in
this Lease to pay and to perform in the same manner and to the same extent and
at the same time as if this Lease had not been terminated. In calculating the
amounts to be paid by Tenant under the next foregoing covenant, Tenant shall be
credited with any amount paid to Landlord as compensation as provided in the
first sentence of this Section 9.2 and also with the net proceeds of any rents
obtained by Landlord by reletting the Premises, after deducting all Landlord's
reasonable expenses in connection with such reletting, including, without
implied limitation, all repossession costs, brokerage commissions, fees for
legal services and expense of preparing the Premises for such reletting, it
being agreed by Tenant that Landlord may (i) relet the Premises or any part or
parts thereof for a term or terms which may, at Landlord's option, be equal to
or less than or exceed the period which would otherwise have constituted the
balance of the Term and may grant such concessions and free rent as Landlord in
its sole reasonable judgment considers advisable or necessary to relet the same,
and (ii) make such alterations, repairs and decorations in the Premises as
Landlord in its sole judgment considers advisable or necessary to relet the
same, and no action of Landlord in accordance with the foregoing or failure to
relet or to collect rent under reletting shall operate or be construed to
release or reduce Tenant's liability as aforesaid.

                                       24


      Nothing contained in this Lease shall, however, limit or prejudice the
right of Landlord to prove and obtain in proceedings for bankruptcy or
insolvency by reason of the termination of this Lease, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater, equal to, or less than the amount of the loss or damages
referred to above.

                                   ARTICLE 10
                                 MISCELLANEOUS

10.1  TITLES.

      The titles of the Articles are for convenience and are not to be
considered in construing this Lease.

10.2  NOTICE OF LEASE.

      Simultaneously, upon the execution of this Lease, both parties shall
execute and deliver a short form of this Lease in a form appropriate for
recording or registration, and if this Lease is terminated before the Term
expires, an instrument in such form acknowledging the date of termination.
Landlord hereby agrees to coordinate the execution and recording of such short
form of this Lease, at its sole cost and expense.

10.3  INTENTIONALLY DELETED.

10.4  NOTICES FROM ONE PARTY TO THE OTHER.

      No notice, approval, consent requested or election required or permitted
to be given or made pursuant to this Lease shall be effective unless the same is
in writing. Communications shall be addressed, if to Landlord, at Landlord's
Address, together with a copy to Gloria M. Gutierrez, Esq., Hinckley, Allen &
Snyder LLP, 28 State Street, Boston, MA 02109, or at such other address or
addresses as may have been specified by prior notice to Tenant and, if to
Tenant, at Tenant's Address until the Commencement Date, and thereafter at the
Premises, and in either event with a copy to Glen D. Weinstein, Esq., at the
same address as Tenant, or at such other place or places as may have been
specified by prior notice to Landlord. Any communication so addressed shall be
deemed duly served if mailed by registered or certified mail, return receipt
requested, delivered by hand, or by overnight express service by a carrier
providing a receipt of delivery.

10.5  BIND AND INURE.

      The obligations of this Lease shall run with the land, and this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns,

                                       25


except that the Landlord named herein and each successive owner of the Premises
shall be liable only for the obligations accruing during the period of its
ownership. Neither the Landlord named herein nor any successive owner of the
Premises whether an individual, trust, a corporation or otherwise shall have any
personal liability beyond their equity interest in the Premises.

10.6  NO SURRENDER.

      The delivery of keys to any employees of Landlord or to Landlord's agent
or any employee thereof shall not operate as a termination of this Lease or a
surrender of the Premises.

10.7  NO WAIVER, ETC.

      The failure of Landlord or of Tenant to seek redress for violation of, or
to insist upon the strict performance of any covenant or condition of this Lease
or, with respect to such failure of Landlord, any of the Rules and Regulations
referred to in Section 6.1.4, whether heretofore or hereafter adopted by
Landlord, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having
all the force and effect of an original violation, nor shall the failure of
Landlord to enforce any of said Rules and Regulations against any other tenant
in the Building be deemed a waiver of any such Rules or Regulations. The receipt
by Landlord of Fixed Rent or additional rent with knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach by Landlord,
unless such waiver be in writing signed by Landlord. No consent or waiver,
express or implied, by Landlord or Tenant to or of any breach of any agreement
or duty shall be construed as a waiver or consent to or of any other breach of
the same or any other agreement or duty.

10.8  NO ACCORD AND SATISFACTION.

      No acceptance by Landlord of a lesser sum than the Fixed Rent and
additional rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed as
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
pursue any other remedy in this Lease provided.

10.9  CUMULATIVE REMEDIES.

      The specific remedies to which Landlord may resort under the terms of this
Lease are cumulative and are not intended to be exclusive of any other remedies
or means of redress to which it may be lawfully entitled in case of any breach
or threatened breach by Tenant of any provisions of this Lease. In addition to
the other remedies provided in this Lease, Landlord shall be entitled to seek
the restraint by injunction of the violation or attempted or threatened
violation of any of the covenants, conditions or provisions of this Lease or to
seek a decree compelling specific performance of any such covenants, conditions
or provisions.

                                       26


10.10 PARTIAL INVALIDITY.

      If any term of this Lease, or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such term to persons or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

10.11(a) LANDLORD'S RIGHT TO CURE.

      If Tenant shall at any time default in the performance of any obligation
under this Lease which default shall remain uncured after the expiration of any
applicable notice and cure periods therefor, Landlord shall have the right, but
shall not be obligated, to enter upon the Premises and to perform such
obligation, notwithstanding the fact that no specific provision for such
substituted performance by Landlord is made in this Lease with respect to such
default. In performing such obligation, Landlord may make any payment of money
or perform any other act. All sums so paid by Landlord (together with interest
at the rate of 4% per annum in excess of the then prime rate of interest being
charged by a majority of the banks in Boston), and all necessary incidental
costs and expenses in connection with the performance of any such acts by
Landlord, shall be deemed to be additional rent under this Lease and shall be
payable to Landlord immediately on demand. Landlord may exercise the foregoing
rights without waiving any other of its rights or releasing Tenant from any of
its obligations under this Lease.

10.11(b) TENANT'S RIGHT TO CURE.

      If Landlord shall at any time default in the performance of any obligation
under this Lease beyond all applicable notice and cure periods, if expressly
provided herein, otherwise after written notice and Landlord's failure to cure
the same within twenty (20) days of receipt of such notice or such additional
time if such cure is of such nature that cannot be cured within twenty (20) days
and Landlord is diligently prosecuting such cure to completion, then Tenant
shall have the right, but shall not be obligated, to perform such obligation on
Landlord's behalf, provided that such obligation applies solely to the Premises
and not to (i) the Common Areas and, (ii) the structural components of the
Building, or (ii) the Building service fixtures and equipment not exclusively
serving the Premises. Landlord shall (within thirty (30) days of receipt thereof
showing satisfactory evidence of Tenant's payment of same) reimburse Tenant for
such costs in performing Landlord's obligations (with interest accruing if not
reimbursed by Landlord as herein required at the rate set forth in Paragraph (a)
above).

10.12 ESTOPPEL CERTIFICATE.

      Tenant and Landlord agree on the Commencement Date, and from time to time
thereafter, upon not less than fifteen (15) days' prior written request by the
other, to execute, acknowledge and deliver to the other a statement in writing
in the form attached hereto as Exhibit "G", certifying that this Lease is
unmodified and in full force and effect, that Tenant has no defenses, offsets or
counterclaims against its obligations to pay the Fixed Rent and additional

                                       27


rent and to perform its other covenants under this Lease, that there are no
uncured defaults of Landlord or Tenant under this Lease (or, if there are any
defenses, offsets, counterclaims, or defaults, setting them forth in reasonable
detail), and the dates to which the Fixed Rent, additional rent and other
charges have been paid. Any such statements delivered pursuant to this Section
10.12 may be relied upon by any prospective purchaser or mortgage of premises
which include the Premises or any prospective assignee of any such mortgagee,
and any persons specified in the notice requesting such certificate.

10.13 WAIVER OF SUBROGATION.

      Landlord and Tenant mutually agree, with respect to any hazard which is
covered by casualty or property insurance then being carried by them, or
required to be carried hereunder (whether or not such insurance is then in
effect) to release each other from any and all claims with respect to such loss,
and they further mutually agree that their respective insurance companies shall
have no rights of subrogation against the other on account thereof. Landlord and
Tenant agree that any policies presently existing or to be obtained on or after
the date hereof (including renewals of present policies) shall, to the extent
available without payment of any additional premium, include a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the insured to recover
thereunder. The parties further agree that if said waiver of subrogation shall
be unobtainable or unenforceable or shall void the respective policies, then
their respective policies shall not be invalidated, and said waiver shall become
null and void and of no further force and effect.

10.14 BROKERAGE.

      Tenant and Landlord represent and warrant that they have dealt with no
broker in connection with this transaction other than those listed in Section
1.1, and agrees to defend, indemnify and save Landlord or Tenant, as the case
may be, harmless from and against any and all claims for a commission arising
out of this Lease made by anyone other than those listed in Section 1.1.
Landlord agrees to pay all brokerage commissions or fees due to said brokers
listed in Section 1.1.

10.15 CONFIDENTIALITY.

      This Lease document is a confidential document by and between Landlord
and Tenant and shall not be disclosed, copied, distributed or circulated to any
person(s) other than to such parties and their respective mortgagees, successors
or assigns, their legal counsel or their accountants, without prior written
consent of the Landlord. In no event, however, shall the foregoing prevent
Tenant from disclosing the existence of the Lease or a general description of
its contents.

                                       28


                                   ARTICLE 11
                                SECURITY DEPOSIT

      A "Security Deposit" in the initial amount of One Hundred Twelve Thousand
($112,000.00) Dollars shall be delivered to Landlord prior to the Commencement
Date.  Such Security Deposit shall be held by Landlord without liability for
interest and as security for the performance of Tenant's obligations under this
Lease.

      The Security Deposit may at Tenant's election, be in the form of (a) cash
escrow or (b) a letter of credit, which letter of credit shall (i) be in form
reasonably acceptable to Landlord, (ii) name Landlord as its beneficiary, (iii)
expire not less than one (1) year after the issuance thereof, and (iv) be drawn
on an FDIC-insured financial institution reasonably satisfactory to Landlord.
Landlord hereby approves of Silicon Valley Bank. Tenant shall from time to time,
as necessary, renew or replace or amend the original and any subsequent letter
of credit no less than ten (10) days prior to the stated expiration date of the
letter of credit then held by Landlord, and if Tenant fails to renew or replace
or amend said letter of credit by not later than ten (10) days prior to
expiration, Landlord may draw upon such letter of credit and hold the proceeds
thereof in a segregated account as a Security Deposit pursuant to the terms of
this Article 1.1. Any renewal of or replacement for the original or any
subsequent letter of credit shall meet the requirements for the original letter
of credit as set forth above.

      Landlord may, from time to time, without prejudice to any other remedy,
use all or a portion of the Security Deposit to cure any default by Tenant that
remains uncured after the expiration of any applicable notice and grace periods,
including, without limitation, any uncured default in connection with any
arrearages of Fixed Rent, costs incurred by Landlord to repair damage to the
Premises caused by Tenant, and any costs incurred by Landlord to clean (other
than normal wear and tear) the Premises upon termination of this Lease.
Following any such application of the Security Deposit, Tenant shall, upon
demand, provide Landlord with an additional cash security deposit in an amount
equal to the amount of Security Deposit applied by Landlord, or, if the Security
Deposit is in the form of a letter of credit, then restore the letter of credit
to its full amount. If Tenant is not in default as of December 31, 2007 and if
Landlord has not previously had to draw down the Security Deposit, then Landlord
shall reduce the Security Deposit to an amount of Seventy-Five Thousand
($75,000.00) Dollars, and the remaining Thirty-Seven Thousand ($37,000.00)
Dollars shall be returned to Tenant. If the Security Deposit is in the form of a
letter of credit, then such reduction shall be effected as follows. Landlord
shall return the letter of credit to Tenant provided that Tenant has delivered a
replacement (or amended) letter of credit, in an amount reduced by Thirty-Seven
Thousand ($37,000.00) Dollars from the amount of the previous letter of credit,
which replacement (or amended) letter of credit shall comply with the foregoing
requirements. If Tenant is not in default at the termination of this Lease,
after Tenant surrenders the Premises to Landlord in accordance with this Lease
and all amounts due Landlord from Tenant are finally determined and paid by
Tenant or through application of the Security Deposit, the balance of the
Security Deposit shall be returned to Tenant.

      Notwithstanding the foregoing, the parties hereby agree that Tenant may
withhold up to Thirty Thousand Dollars ($30,000.00) from the Security Deposit
that, as described above, is

                                       29


due to Landlord prior to the Commencement Date, but only so long as the amount
withheld is applied toward the cost of constructing tenant improvements in the
Premises (any such construction to be performed in accordance with the terms of
this Lease) However, the amount so withheld shall subsequently be repaid to
Landlord in order to replenish the Security Deposit to its originally intended
amount of One Hundred Twelve Thousand ($112,000.00) Dollars. Such repayment
shall occur as follows beginning on the first day of the first full month of the
Term of the Lease, Tenant shall remit to Landlord, in the same manner as, and
together with, Tenant's payment of Base Rent, at least one/twelfth (1/12th) of
the total amount of the Security Deposit that was withheld, with such payments
to continue until the full amount of the Security Deposit has been restored.

                            (Signatures on next page)

                                       30


      EXECUTED as a sealed instrument in two or more counterparts on the day and
year first above written.

TENANT                                 LANDLORD

iROBOT CORPORATION                     BURLINGTON CROSSING OFFICE LLC
                                       BY  THE GUTIERREZ COMPANY,
                                           ITS MANAGING MEMBER

By /s/ Geoffrey P. Clear               By  /s/ Arturo J. Gutierrez
   --------------------------------        -------------------------------------
   Geoffrey P. Clear                        Arturo J. Gutierrez
   Chief Financial Officer                  President

                                       As to Section 5.1.8 and Exhibit I only

                                       BURLINGTON CROSSING LLC
                                       BY  THE GUTIERREZ Company,
                                           ITS MANAGING MEMBER

                                       By  /s/ Arturo J. Gutierrez
                                           -------------------------------------
                                           Arturo J. Gutierrez
                                           President

                                       31


                                   EXHIBIT "A"

                         PLAN SHOWING TENANT'S SPACE AND
                        LOCATION OF PROPOSED SIGNAGE AND
                                  TESTING AREAS

                                (To be Supplied)

                                       32


                                   EXHIBIT "B"

                            LEGAL DESCRIPTION OF LOT

      That certain parcel of land, together with the buildings and improvements
thereon, situated in the Town of Burlington, County of Middlesex, Commonwealth
of Massachusetts, and described as follows.

      Said parcel is shown as Lot 14 on Land Court Plan 6728J and contains 7.781
acres, more or less, according to said Land Court Plan.

                                       33


                                   EXHIBIT "C"

                            [INTENTIONALLY DELETED]

                                       34


                                   EXHIBIT "D"

                               LANDLORD'S SERVICES

I.    CLEANING.

      A.    General.

            1.    All cleaning work will be performed between 6:00 PM and
                  midnight, Monday through Friday, unless otherwise necessary
                  for stripping, waxing, etc.

            2.    Abnormal waste removal (e.g., bulk packaging, wood or
                  cardboard crates, refuse from cafeteria operation, etc.) shall
                  be Tenant's responsibility. Tenant's lunch room shall not be
                  deemed to be a cafeteria for purposes of this paragraph.

      B.    Daily Operations (once each weekday).

            1.    Tenant Areas.

                  a.    Empty and clean all waste receptacles. Wash receptacles
                        as necessary.

                  b.    Vacuum all rugs and carpeted areas.

                  c.    Empty, damp-wipe and dry all ashtrays.

            2.    Lavatories.

                  a.    Sweep and wash floors with disinfectant.

                  b.    Wash both sides of toilet seats with disinfectant.

                  c.    Wash all mirrors, basins, bowls, urinals.

                  d.    Spot-clean toilet partitions.

                  e.    Empty and disinfect sanitary napkin disposal
                        receptacles.

                  f.    Refill toilet tissue, towel, soap and sanitary napkin
                        dispensers.

            3.    Public Areas.

                  a.    Wipe down entrance doors and clean glass (interior and
                        exterior).

                  b.    Vacuum elevator carpets and wipe down doors and walls.

      C.    Operations as Needed (but not less than every other day).

            1.    Tenant and Public Areas.

                  a.    Buff all resilient floor areas every other day.

                  b.    Clean water coolers.

                                       35


      D.    Weekly Operations.

            1.    Tenant Areas, Lavatories, Public Areas

                  a.    Hand dust and wipe clean all horizontal surfaces with
                        treated cloths to include exposed furniture, office
                        equipment, window sills, door ledges, chair rails,
                        baseboards, convector tops, etc within normal reach.

                  b.    Remove finger marks from private entrance doors, light
                        switches, and doorways.

                  c.    Sweep all stairways.

      E.    Monthly Operations.

            1.    Tenant and Public Areas.

                  a.    Thoroughly vacuum seat cushions on chairs, sofas, etc.

                  b.    Vacuum and dust grillwork.

            2.    Lavatories.

                  a.    Wash down interior walls and toilet partitions.

      F.    As Required and Weather Permitting (but not less than three times
            per year).

            1.    Entire Building.

                  a.    Clean inside of all windows.

                  b.    Clean outside of all windows.

      G.    Yearly.

            1.    Tenant and Public Areas.

                  a.    Strip and wax all resilient tile floor areas.

II.   HEATING, VENTILATING AND AIR CONDITIONING.

      1.    Landlord shall provide and maintain in good order and repair during
            the Term heating, ventilation and air conditioning as required to
            provide reasonably comfortable temperatures for normal business day
            occupancy (except holidays), Monday through Friday, from 8:00 AM to
            8:00 PM, and Saturday from 8:00 AM to 1:00 PM if so requested by
            Tenant by providing 24 hour notice. HVAC services beyond the
            aforesaid hours of operation can be made available to Tenant, if so
            requested by Tenant by providing 24 hour notice, at a cost of
            approximately $15 per hour per unit.

      2.    Maintenance on any additional or special air conditioning equipment
            and the associated operating cost will be at Tenant's expense.

                                       36


III.  WATER.

      Hot water for lavatory purposes and cold water for drinking, lavatory and
      toilet purposes.

IV.   ELEVATORS (If building is elevated).

      Elevators for the use of all tenants and the general public for access to
      and from all floors of the Building, programming of elevators (including,
      but not limited to, service elevators), shall be as Landlord from time to
      time determines best for the Building as a whole.

V.    RELAMPING OF LIGHT FIXTURES.

      Relamping, ballasts and starters within the Premises.

VI.   CAFETERIA, VENDING AND PLUMBING INSTALLATIONS.

      1.    Any space to be used primarily for lunchroom or cafeteria operation
            shall be Tenant's responsibility to keep clean and sanitary.
            Cafeteria, vending machines or refreshment service installations by
            Tenant must be approved by Landlord in writing. All maintenance,
            repairs and additional cleaning necessitated by such installations
            shall be at Tenant's expense.

      2.    Except for restrooms contained in the Premises, Tenant is
            responsible for the maintenance and repair of plumbing fixtures and
            related equipment installed in the leased premises for its exclusive
            use (such as in coffee room, cafeteria or employee exercise area).

      3.    Landlord shall be responsible to provide and maintain in good order
            and repair during the Term hereof all plumbing and electrical
            systems servicing the Premises.

VII.  ELECTRICITY.

      1.    Tenant shall pay for all electricity consumed in Tenant's Space. The
            consumption shall be measured by a separate submeter, and Tenant
            shall pay for such consumption directly to Landlord. Tenant's use of
            electrical energy in Tenant's Space shall not at any time exceed the
            capacity of any of the electrical conductors or equipment in or
            otherwise serving Tenant's Space. To ensure that such capacity is
            not exceeded and to avert possible adverse effects upon the
            Building's electrical system, Tenant shall not, without prior
            written notice to Landlord in each instance, connect to the Building
            electric distribution system any fixtures, appliances or equipment
            which operates on a voltage in excess of 120 volts nominal, or make
            any alteration or addition to the electric system of the Tenant's
            Space. Tenant hereby further agrees (i) not to exceed the amperage
            for the service panel without Landlord's prior written consent, and
            (ii) to notify Landlord in the event. Tenant requires excess
            voltage, whereupon the parties will cooperate and work with each
            other to provide Tenant with such excess voltage, at Tenant's cost
            and expense Unless Landlord shall reasonably object to the
            connection of any such fixtures, appliances

                                       37


            or equipment, all additional risers or other equipment required
            therefore shall be provided by Landlord and the cost thereto shall
            be paid by Tenant upon Landlord's demand.

      2.    It is understood that the electrical service to the Premises may be
            furnished by one or more suppliers of electricity and that the cost
            of electricity may be billed as a single charge or divided into and
            billed in a variety of categories such as distribution charges,
            transmission charges, generation charges, public good charges and
            other similar categories and may also include a reasonable fee,
            commission or other charge by a broker, aggregator or other
            intermediary for obtaining or arranging the supply of electricity.
            Landlord shall, upon providing prior written notice to Tenant, have
            the right to select the supplier of electricity to the Building,
            Premises and Lot, and, as Tenant's agent, to designate the same to a
            local utility, to aggregate the supply of electricity for the
            Building, Premises and Lot with other buildings, to purchase
            electricity for the Building, Premises and Lot through a broker,
            aggregator or other intermediary and/or buyers group or other group
            and to change the supplier of electricity and/or manner of
            purchasing electricity from time to time.

            If Landlord undertakes activities for the purpose of reducing
            Landlord's or Tenant's operating costs, provided Landlord reasonably
            anticipates such activities should reduce Landlord's or Tenant's
            operating costs, (such as negotiating an agreement with a utility or
            another energy supplier or engaging an energy consultant or
            undertaking conservation or other energy efficient measures that may
            require capital expenditures), Tenant shall pay its proportionate
            share of all costs and expenses associated with such actions
            (including but not limited to brokers' commissions, legal fees and
            capital expenditures which shall be amortized in accordance with the
            provisions of Section 4.2 of the Lease), as additional rent, as and
            when payment is made by Landlord, so long as Tenant's approval has
            been obtained by Landlord in advance, which such approval shall not
            be unreasonably withheld or delayed by Tenant and which such
            approval of Tenant shall only be required so long as Tenant remains
            the sole tenant of the Building.

      3.    Utility lines and other facilities that supply the Premises,
            whenever installed, may be the subject of a requirement that the
            owner of the Premises make payments for the lines or other
            facilities upon the occurrence of certain events, if, for example, a
            tenant utilizing such facilities discontinues purchasing energy from
            the provider of the facilities, Landlord may be required to enter
            into agreements that would obligate it to make such payments in the
            future. Landlord agrees to notify the Tenant of any such agreements,
            any amendments, modifications, replacements or substitutions
            thereto, Landlord hereby acknowledging that there are no such
            agreements currently in force or effect. If such payments are
            required, whether based on contract or tariff, from Landlord with
            respect to such facilities that are utilized by the Tenant, the
            Landlord shall so inform Tenant in writing, and the Tenant thereby
            agrees that it shall reimburse the Landlord for its proportionate
            share of all such payments as additional rent, when and as made by
            the Landlord, with no profit to Landlord.

      4.    As used in this Section VII, the term "supplier(s) of electricity"
            shall mean one or more companies (including but not limited to an
            electric utility, generator, independent or non-regulated company
            or intermediary or broker or group) that provides electricity to the
            Premises or to the Landlord to be provided to the Premises, as the
            case may be.

                                       38


                                   EXHIBIT "E"

                             RULES AND REGULATIONS

1.    The entrance, lobbies, passages, corridors, elevators and stairways shall
      not be encumbered or obstructed by Tenant, Tenant's agents, servants,
      employees, licensees, and visitors be used by them for any purpose other
      than for ingress and egress to and from the Premises. The moving in or out
      of all safes, freight, furniture, or bulky matter of any description must
      take place during the hours which Landlord may determine from time to
      time. Landlord reserves the right to inspect all freight and bulky matter
      to be brought into the Building and to exclude from the Building all
      freight and bulky matter which violates any of these Rules and Regulations
      or the Lease of which these Rules and Regulations are a part.

2.    No curtains, blinds, shades, screens, or signs other than those furnished
      by Landlord shall be attached to, hung in, or used in connection with any
      window or door of the Premises without the prior written consent of the
      Landlord. Interior signs on doors shall be painted or affixed for Tenant
      by Landlord or by sign painters first approved by Landlord, at the expense
      of Tenant, and shall be of a size, color and style acceptable to Landlord.

3.    No additional locks or bolts of any kind shall be placed upon any of the
      doors or windows by Tenant, nor shall any changes be made in existing
      locks or the mechanism thereof without the prior written consent of
      Landlord. Tenant must, upon the termination of its tenancy, restore to
      Landlord all keys of stores, shops, booths, stands, offices and toilet
      rooms, either furnished to or otherwise procured by Tenant, and in the
      event of the loss of any keys so furnished, Tenant shall pay to Landlord
      the cost thereof.

4.    Canvassing, soliciting and peddling in the Building are prohibited, and
      Tenant shall cooperate to prevent the same.

5.    Tenant may request heating and/or air conditioning during other periods in
      addition to normal working hours by submitting their request in writing to
      the Building Manager's office no later than 2:00 PM the preceding workday
      (Monday through Friday) on forms available from the Building Manager. The
      request shall clearly state the start and stop hours of the "off-hour"
      service. Tenant shall submit to the Building Manager a list of personnel
      who are authorized to make such requests. Charges are to be determined by
      the Building Manager on the additional hours of operations and shall be
      fair and reasonable and reflect the additional operating costs involved.

6.    Tenant shall comply with all security measures from time to time
      established by Landlord for the Building.

7.    The Building is a non-smoking building.

                                       39


                                   EXHIBIT "F"

                            [INTENTIONALLY DELETED]

                                       40


                                   EXHIBIT "G"

                              ESTOPPEL CERTIFICATE

 (This may be edited for estoppel certificates requested of Landlord by Tenant)

      THIS CERTIFICATE is made to

with respect to a Lease between                              as Landlord and the
undersigned, covering a building located in      , such lease being dated      ,
as amended by (list all amendments).

      The undersigned has been advised that       (the "Bank"), is about to
enter into a transaction whereby the Bank is making a loan secured by the
aforesaid real estate and the Lease to the undersigned, and under which the Bank
may acquire an ownership interest in such real estate. In connection with this
transaction, the entire interest of the Landlord under the Lease to the
undersigned will be assigned to the Bank. The undersigned acknowledges that the
Bank is and will be relying upon the truth, accuracy and completeness of this
letter in proceeding with the transaction described above.

      The undersigned, for the benefit of the bank, their successors and
assigns, hereby certifies, represents, warrants, agrees and acknowledges that

      1.    The Lease is in full force and effect in accordance with its terms
            without modification or amendment except as noted above and the
            undersigned is the holder of the Tenant's/Landlord's interest under
            the Lease.

      2.    The undersigned is in possession of all of the Premises described in
            the Lease under and pursuant to the Lease and is doing business
            thereon, and the premises are completed as required by the Lease.

      3.    The undersigned has no claims or offsets with respect to any of its
            obligations as Tenant/Landlord under the Lease, and neither the
            undersigned nor the Landlord/Tenant is claimed to be in default
            under the Lease.

      4.    The undersigned Tenant has not paid any rental or installments
            thereof in advance of the due date as set forth in the Lease.

      5.    The undersigned Tenant/Landlord has no notice of prior assignment,
            hypothecation or pledge of rents of the Lease or the Landlord's
            interest thereunder or of the Tenant's interest thereunder.

      6.    The term of the Lease has commenced and is presently scheduled to
            expire on ______________________________. If there are any rights of
            extension or renewal under the terms of the Lease, the same have
            not, as of the date of this letter, been exercised.

      7.    Until such time as the Bank shall become the Landlord, if the
            undersigned should assert a claim that the Landlord has failed to
            perform an obligation to the undersigned under the

                                       41


      terms of the Lease or otherwise, notice thereof shall promptly be
      furnished to the Bank, and the undersigned agrees that the undersigned
      will not exercise any rights which the undersigned might otherwise have on
      account of any such failure until notice thereof has been given to the
      Bank, and the Bank has had the same opportunity to cure any such failure
      as the Landlord may have under the terms of the Lease.

  8.  Each of the statements set forth in Paragraphs 1 through 7 are true,
      accurate and complete except as follows (state specifically any
      exception).

DATED:

ATTEST:

                                        By:_____________________________________

                                        By:_____________________________________

                                       42


                                   EXHIBIT "H"

                                OPTION TO EXTEND

      Provided Tenant is not then in default under this Lease at the time of the
exercise thereof, Tenant shall have one (1) option to extend the term of this
Lease for a period of three (3) years. Such option to extend is to be exercised
by Tenant, notifying Landlord in writing thereof, at least twelve (12) months
prior to the end of the initial Term of this Lease. The exercise of such option
shall automatically extend the Term of this Lease, except that (i) there shall
be no additional option to extend after the termination of this option, and (ii)
the applicable Fixed Rent payable by Tenant during such extended term shall be
at ninety-five percent (95%) of the "Market Rent" as set forth herein.

      The Market Rent for the Premises shall be determined as follows:

      (a)   The Market Rent shall be proposed by Landlord within ten (10) days
            of receipt of Tenant's notice that it intends to exercise its option
            to extend the Term (the "Landlord's Proposed Market Rent"). The
            Landlord's Proposed Market Rent shall be the Market Rent unless
            Tenant notifies Landlord, within ten (10) days of Tenant's receipt
            of Landlord's Proposed Market Rent, that Landlord's Proposed Market
            Rent is not satisfactory to Tenant (such notice being referred to as
            "Tenant's Rejection Notice").

      (b)   If the Market Rent is not otherwise agreed upon by Landlord and
            Tenant within ten (10) days after Landlord's receipt of Tenant's
            Rejection Notice, then the Market Rent shall be determined by the
            following appraisal procedure. Tenant shall provide Landlord with
            notice specifying the name and address of the appraiser designated
            by Tenant (the "Tenant's Appraisal Notice").

            Landlord shall, within five (5) days after receipt of Tenant's
            Appraisal Notice, notify Tenant of the name and address of the
            appraiser designated by Landlord. Such two appraisers shall, within
            twenty (20) days after the designation of the second appraiser, make
            their determinations of the Market Rent in writing and give notice
            thereof to each other and to Landlord and Tenant. Such two
            appraisers shall have ten (10) days after the receipt of notice of
            each other's determination to confer with each other and to attempt
            to reach agreement as to the determination of the Market Rent. If
            such appraisers shall concur in such determination, they shall give
            notice thereof to Landlord and Tenant and such concurrence shall be
            final and binding upon Landlord and Tenant. If such appraisers shall
            fail to concur as to such determination within said ten (10) day
            period, they shall give notice thereof to Landlord and Tenant and
            such appraisers shall immediately designate a third appraiser. If
            the two appraisers shall fail to agree upon the designation of such
            third appraiser within ten (10) days after said ten (10) day period,
            then they or either of them shall give notice of such failure to
            agree to Landlord and Tenant, and if Landlord and Tenant fail to
            agree upon the selection of such third appraiser within five (5)
            days after the appraiser(s) appointed by the parties give notice as
            aforesaid, then either party on behalf of both may apply to the
            American Arbitration Association, or any successor thereto, or on
            his or her failure, refusal, or inability to act, to a court of
            competent jurisdiction, for the designation of such third appraiser

                                       43


            All appraisers shall be real estate appraisers or consultants who
            shall have had at least seven (7) years continuous experience in the
            business of appraising real estate in the suburban Boston area.

            The third appraiser shall conduct such hearings and investigations
            as he or she may deem appropriate and shall, within ten (10) days
            after the date of his or her designation, make an independent
            determination of the Market Rent.

      (c)   If none of the determinations of the appraisers varies from the
            average of the determinations of the other appraisers by more than
            ten percent (10%), the average of the determinations of the three
            appraisers shall be the Market Rent for the Premises. If, on the
            other hand, the determination of any single appraiser varies from
            the average of the determinations of the other two appraisers whose
            determinations are closest in number by more than ten percent (10%),
            then the average of the determinations of the two closest appraisers
            shall be the Market Rent. The determination of the appraisers, as
            provided above, shall be conclusive and binding upon the parties and
            shall have the same force and effect as a judgment made in a court
            of competent jurisdiction. Each party shall pay the fees, costs and
            expenses of the appraiser selected by it pursuant to this Exhibit
            "H" (and its own counsel fees) and one-half (1/2) of all other
            expenses and fees of any such third appraiser.

      (d)   In no event, however, shall Fixed Rent during the extension term be
            less than $22 40 per square foot.

      (e)   In the event the Market Rent is not determined prior to the date on
            which the extension term commences, Tenant shall pay the Fixed Rent
            at the rate set forth in Landlord's Proposed Market Rent of
            Paragraph (a) until the Market Rent is so determined in accordance
            with the terms and conditions of this Exhibit "H". At the time
            Market Rent is determined, Tenant shall pay to Landlord the excess
            (if any) of the Market Rent over the Fixed Rent under Landlord's
            Proposed Market Rent of Paragraph (a), for the portion of such time
            period then having elapsed, or Landlord shall pay to Tenant or shall
            credit Tenant's next installment of Fixed Rent due hereunder with
            the excess (if any) of the Rent under Landlord's Proposed Market
            Rent of Paragraph (a) over the Market Rent for the portion of such
            time period then having elapsed.

                                       44


                                   EXHIBIT "I"

                   EXPANSION RIGHTS / RIGHT OF FIRST REFUSAL

      In the event that, during the Term of this Lease, Tenant enters into a
direct lease with Landlord (or its affiliates, including without limitation,
affiliates of The Gutierrez Company) for at least 36,004 rentable square feet in
another building owned by Landlord or one of said affiliates, and further
provided that the rent under said new lease is at then Market Rent, as defined
in Exhibit "H" of this Lease, then Tenant shall be permitted to vacate the
Premises (as such term is described in this Lease) upon the commencement date of
the new lease, as though said commencement date where the originally
contemplated expiration date under this Lease. The foregoing provision shall be
binding upon the successors and assigns of Landlord and Tenant, expressly
excluding, however, any mortgagee of Landlord.

      Additionally (but subject to Landlord's or The Gutierrez Company's or
either of their respective affiliates' own use of the Offer Space (defined
below) or plans for redevelopment of the building containing the Offer Space, as
more particularly described below), in no event shall Landlord decide to lease,
agree to lease, or accept any offer to lease additional space within the
adjacent 6,000 square foot building owned by Landlord's affiliate, Burlington
Crossing LLC, having an address of 33 Second Avenue, Burlington, MA (the "Offer
Space") unless Landlord first affords Tenant an opportunity to lease the Offer
Space in accordance with the provisions of this Exhibit "I" and only after
written notice to Tenant. Such notice shall contain the proposed essential terms
with respect to the Offer Space (Landlord's summary thereof shall herein be
referred to as the "Offer"). The Offer shall set forth all of the essential
terms and conditions upon which Landlord proposes to lease the Offer Space to
Tenant. Upon receipt of the Offer from Landlord, and provided further that there
does not then exist an uncured, continuing Event of Default under this Lease and
provided further that the Tenant specified in Section 1.1 hereof or an entity
that controls Tenant, or is controlled by or with Tenant, is then leasing and
occupying at least 75% of the rentable square feet of the Premises, then Tenant
shall have a right to lease the Offer Space by giving notice to Landlord to such
effect within fourteen (14) days after Tenant's receipt of Landlord's notice of
such Offer. If such notice is not so timely given by Tenant, then Landlord shall
be free to lease the Offer Space, or portion thereof, to any third party on any
terms and conditions it determines in its sole discretion at any time after the
expiration of said fourteen (14) day period.

      Notwithstanding anything to the contrary in this Exhibit "I", if Tenant
notifies Landlord of its election to lease the Offer Space and then fails to
execute and deliver the required amendment to this Lease (or separate lease
agreement, as applicable) once the same has been mutually agreed upon by
Landlord and Tenant in accordance with this Exhibit "I" then (i) Tenant shall be
deemed to have waived its rights to lease the Offer Space under this Exhibit
"I," (ii) Landlord shall have the unrestricted right to lease such space upon
whatever terms and conditions as are negotiated by Landlord in its sole
discretion, and (iii) Tenant's right of first offer under this Exhibit "I" shall
become null and void and of no further force and effect. The recording by the
Landlord of an affidavit to such effect shall be conclusive evidence of the
termination or waiver of Tenant's first offer option hereunder. Otherwise, if
the Landlord and Tenant, each acting reasonably and in good faith, fail to agree
on a mutually agreeable form of amendment to this Lease (or separate lease
agreement, as the case may be) within said thirty (30) day period upon receipt
of Landlord's proposed form of agreement, unless such date is extended by mutual
agreement of both parties hereto, then such failure shall be treated as a
non-exercise by Tenant of its right of first refusal, with the consequence that
Landlord shall be free to lease the Offer Space or any

                                       45


portion thereof to any third party, but if the Offer Space should once again
become available thereafter, then at that time Tenant shall once again have the
right of first refusal set forth in this Exhibit "I".

      As aforesaid, Tenant's right hereunder are expressly subject and
subordinate to Landlord's (or its affiliates') own use of the Offer Space or
plans for redevelopment of the building containing the Offer Space. Landlord
agrees that either Landlord, The Gutierrez Company, or either of their
respective affiliates', as the case may be, shall notify Tenant in writing of
any such exercise of this reserved right, whereupon Tenant's right of first
refusal on the Offer Space shall become null and void

                                       46


                                   EXHIBIT "J"

                            [INTENTIONALLY DELETED]

                                       47


                                   EXHIBIT "K"

                           LESSEE'S LEASE STATEMENT AND
                       SUBORDINATION, NON-DISTURBANCE AND
                              ATTORNMENT AGREEMENT

      THIS AGREEMENT made as of the 29th day of October, 2002, by and between
iRobot Corporation, having an address of Twin City Office Center, Suite 6, 22
McGrath Highway Somerville, MA 02143 (hereinafter referred to as "Lessee") and
Fleet National Bank, having a place of business at
_________________________________________________________________ (hereinafter
referred to as "Mortgagee").

      WHEREAS, Mortgagee has made a mortgage loan to Burlington Crossing Office
LLC, as successor in title to Burlington Crossing LLC, (hereinafter referred to
as "Lessor"), secured by a Mortgage and Security Agreement dated May 31, 1996,
and filed with the Middlesex South District Registry of Deeds (Registered Land
Section) as Document No. 1004035, as affected by an Intercreditor Agreement
dated May 31, 1996, and filed with said Deeds as Document No. 1004039, as
affected by a Modification to Construction Mortgage and Security Agreement and
Collateral Assignment of Leases and Rents dated as of December 23, 1997, and
filed with said Deeds as Document No. 1050675, and as further affected by an
Assumption Agreement and Consent of Mortgagee dated as of April 7, 1998, and
filed with said Deeds as Document No. 1062313 (collectively, the "Mortgage") on
land owned by Lessor located at 63 South Avenue, Burlington, Massachusetts (the
"Premises"), upon which is located a building containing approximately
eighty-one thousand six hundred and eighty-five (81,685) square feet
(hereinafter referred to as the "Building").

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Lessee and Mortgagee do hereby agree as follows

1.    Lessee hereby certified and represents to Mortgagee that

      (i)   it has entered into a written lease with Lessor (the "Lease") dated
            October 29, 2002, for a portion of the Building (the "Demised
            Premises") to be located on the Premises, notice of which Lease is
            recorded with the Middlesex South District Registry of Deeds
            (Registered Land Section) herewith,

      (ii)  there presently exists no default in the performance of the Lease by
            the Lessor, and the Lease is presently in full force and effect, and

      (iii) Lessee holds no claim against the Lessor when might be set-off
            against accruing rentals.

2.    Lessee and Mortgagee hereby consent and agree that

      (i)   the Lease shall be, and the same hereby is, made subordinate in each
            and every respect to the lien of the Mortgage and to all advances
            made thereunder (and under the Construction Loan Agreement executed
            simultaneously therewith), and

      (ii)  any of the foregoing notwithstanding, if the interests of Lessor in
            the Premises shall be acquired by Mortgagee by reason of foreclosure
            of the Mortgage or other proceedings

                                       48


            brought to enforce the rights of Mortgagee, by deed in lieu of
            foreclosure or by and other method, or acquired by any other
            purchaser or purchasers pursuant to the foreclosure sale (Mortgagee
            or such purchaser(s), as the case may be, being referred to as
            "Purchaser"), the Lease and the rights of Lessee thereunder shall
            continue in full force and effect and shall not be terminated or
            disturbed, except in accordance with the terms of the Lease. Lessee
            shall be bound to Purchaser under all the terms, covenants, and
            conditions of the Lease for the balance of the term thereof
            remaining, and any extensions or renewals thereof which may be
            effected in accordance with any option therefor contained in the
            Lease, with the same force and effect as if Purchaser were the
            Lessor under the Lease provided.

            (a)   Lessee is not in default after expiration of any applicable
                  grace or notice periods under the Lease under any provision of
                  the Lease or this Agreement at the time Mortgagee exercises
                  any such right, remedy or privilege,

            (b)   the Lease at that time is in force and effect according to its
                  original terms or with such amendments or modifications as
                  Mortgagee shall have approved as provided below,

            (c)   Lessee thereafter continues to fully and punctually perform
                  all of its obligations under the Lease without default
                  thereunder, and

            (d)   Lessee attorns to Purchaser as provided below, and

      (iii) in the event of any foreclosure of the Mortgage by Mortgagee, its
            successors or assigns, or at the request of Mortgagee at any time
            pursuant to the assignment of the Lease to Mortgagee, Lessee will
            recognize Mortgagee, its successors and assigns, or any Purchaser,
            as the new lessor under the Lease will attorn to and continue to be
            bound by each and every term of the Lease, and upon such attornment,
            the Lease and the rights of Lessee shall continue in full force and
            effect as if it were a direct Lease between Mortgagee, or any
            Purchaser, and Lessee upon all of the terms, covenants and
            conditions of the Lease for the balance of the term thereof
            remaining, provided, however, Mortgagee, or any Purchaser, shall not
            be:

            (a)   liable for any act or omission of any prior landlord
                  (including Lessor), or

            (b)   responsible for the cure of any default under the Lease
                  arising prior to the time Mortgagee or such Purchaser takes
                  possession of the Premises, or

            (c)   subject to any offsets or defenses which Lessee might have
                  against any prior landlord (including Lessor), or

            (d)   bound by any rent or additional rent which Lessee might have
                  paid for more than the then current month and/or month
                  immediately following the then current month to any prior
                  landlord (including Lessor), or

            (e)   bound by any agreement or modification of the Lease made
                  without Mortgagee's written consent, or

                                       49


            (f)   liable for any security deposit or other sums held by any
                  prior landlord (including Lessor) unless the same was actually
                  received by Mortgagee, or

            (g)   required to rebuild the Building or any part thereof in the
                  event of casualty damage to or condemnation of any material
                  portion of the Building or the Demised Premises, or

            (h)   required to complete any construction of or renovations to the
                  Demised Premises and/or the Building, notwithstanding any
                  obligations of the Lessor with respect thereto under the
                  Lease.

      (iv)  Mortgagee may at any time unilaterally subordinate (or cause to be
            subordinated) the lien of the Mortgage on the Premises to the Lease.

3.    Lessee hereby acknowledges receipt of notice that pursuant to an
      Assignment of Leases and Rents from Lessor, all leases and rents involving
      the Building, including the Lease of Lessee, are assigned to the Mortgagee
      as security for its loan, hereby acknowledges that it has received no
      notice of any sale, transfer or assignment of the Lease or of rentals
      thereunder by Lessor, other than pursuant to said Assignment of Leases and
      Rents, and hereby agrees that it will not (i) join in any material change
      or modification of the Lease so as to reduce the rent, change the Term, or
      otherwise materially change the rights of Landlord under the Lease, or to
      relieve Tenant of any obligations or liability under the Lease, (ii)
      anticipate rentals thereunder, or (iii) agree to terminate or cancel the
      Lease or surrender said Premises, without the prior written consent of
      Mortgagee.

4.    Lessee hereby agrees that upon Mortgagee's demand, it will make all
      payments of rent then and thereafter due to Lessor directly to Mortgagee
      and not to Lessor or any independent rental agent which Lessor might at
      any time utilize.

5.    Lessee hereby agrees that the interest of the Lessor in the Lease has been
      assigned to Mortgagee solely as security for the purposes indicated in the
      said Assignment of Leases and Rents, and that, until such time as
      Mortgagee has taken possession of the Premises and exercised its rights
      under said Assignment of Leases and Rents, Mortgagee assumes no duty,
      liability or obligation whatever under the Lease, or any extension or
      renewal thereof, by virtue of said Assignment of Leases and Rents.

6.    Lessee hereby agrees to notify Mortgagee, its successors and assigns of
      any default on the part of Lessor under the Lease and grants to Mortgagee,
      it successors and assigns, the right and opportunity to cure any such
      default.

7.    This Agreement shall be binding upon and shall more to the benefit of
      Lessee and Mortgagee and their respective heirs, executors,
      administrators, successors and assigns, as the case may be.

                 [Signatures continue on next consecutive page]

                                       50


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

 WITNESS                                   LESSEE

                                           iROBOT CORPORATION

/s/ Helen Greiner                          By  Helen Greiner
- -----------------------------
                                           Title President

/s/ M. David Adler                         By M. David Adler
- -----------------------------
                                           Title Treasurer & Sr. Vice President

WITNESS                                    MORTGAGEE

                                           FLEET NATIONAL BANK

/s/ Colleen Mclarty                        By /s/ Aidan home
- -----------------------------                 ----------------------
                                           Title   vice president

                                           By_______________________
                                           Title____________________

                            STATE OF MASSACHUSETTS

COUNTY OF MIDDLESEX
                                            10/29, 2002

      THEN personally appeared before me Helen Greiner, as President  of iRobot
Corporation, and acknowledged the foregoing instrument to be his/her free act
and deed as ___________________________, as aforesaid, and the free act and deed
of said corporation

                                           /s/ Mary Ellen DeAngelis
                                           -------------------------------
                                           NOTARY PUBLIC
                                           My Commission Expires

         [Notarial acknowledgements continue on next consecutive page]

                                                  MARY ELLEN DeANGELIS
                                                       NOTARY PUBLIC
                                           Commonwealth of Massachusetts
                                           My Commission Expires Sept. 4, 2009

                                       51


                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _________                                              10/29, 2002

      THEN personally appeared before me M. David Adler, as Treasurer of iRobot
Corporation, and acknowledged the foregoing instrument to be his/her free act
and deed as ____________________________, as aforesaid, and the free act and
deed of said corporation

                                        /s/ Mary Ellen DeAngelis
                                        ------------------------
                                        NOTARY PUBLIC
                                        My Commission Expires

                                             MARY ELLEN DeANGELIS
                                             NOTARY PUBLIC
                                             Commonwealth of Massachusetts
                                             My Commission Expires Sept. 4, 2009

                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK                                                    11/8, 2002

      THEN personally appeared before me Aidan Hume, as Vice President, of Fleet
National Bank, and acknowledged the foregoing instrument to be his/her free act
and deed as Vice President, as aforesaid, and the free act and deed of said
Fleet National Bank

                                /s/ Kathleen L. Whalen
                                -----------------------
                                NOTARY PUBLIC
                                Commonwealth of
                                My Commission Expires  Kathleen L. Whalen
                                                         NOTARY PUBLIC
                                               My commission expires Mar 4, 2005

                          COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK                                             __________ , 2002

THEN personally appeared before
me_________________________________________________, as _____________________ of
Fleet National Bank, and acknowledged the foregoing instrument to be his/her
free act and deed as ___________________________, as aforesaid, and the free
act and deed of said Fleet National Bank

                                        _________________________________
                                        NOTARY PUBLIC
                                        My Commission Expires

                                       52


                                                          Instrument No. 1241646
                                                               recorded 11/27/02

                                 NOTICE OF LEASE

      In accordance with the provisions of Massachusetts General Laws (Ter Ed)
Chapter 183, Section 4, as amended, notice is hereby given of a certain lease
(hereinafter referred to as the "Lease") dated as of October 29, 2002 by and
between BURLINGTON CROSSING OFFICE, LLC (hereinafter referred to as "Landlord")
and iROBOT CORPORATION (hereinafter referred to as "Tenant").

                                   WITNESSETH

1. The address of the Landlord is c/o The Gutrerrez Company, Burlington Office
Park, One Wall Street, Burlington, Massachusetts 01803, Attention John A
Cataldo.

2. The address of the Tenant is Twin City Office Center, 22 McGrath Highway,
Suite 6 Somerville, MA 02143, Attention Glen Weinstein.

3. The Lease was executed on October 29, 2002.

4. The Term of the Lease is six (6) years and one (1) month, beginning on the
Commencement Date, which is December 1, 2002.

5. The demised premises is approximately 24,004 square feet of space on the 1st
floor of the building (the "Building") located at 63 South Avenue, Burlington,
County of Middlesex, Commonwealth of Massachusetts, commonly known at 63 South
Avenue, more particularly described on Exhibit "A" attached hereto and made a
part hereof.

6. Subject to the provisions of Exhibit "H" of the Lease, the Tenant has the
option to extend the Term of the Lease for one (1) additional period of three
(3) years.

7. Subject to the provisions of Section "I" of the Lease, Tenant has a right of
first offer for space within the adjacent 6,000 square foot building owned by
Landlord's affiliate, Burlington Crossing LLC, having an address of 33 Second
Avenue, Burlington, MA

                            (Continued on next page)



      This Notice of Lease has been executed merely to give notice of the Lease,
and all of the terms, conditions and covenants of which are incorporated herein
by reference. The parties hereto do not intend this Notice of Lease to modify or
amend the terms, conditions and covenants of the Lease which are incorporated
herein by reference.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Notice of
Lease as of this 29th day of October, 2002.

TENANT                                      LANDLORD

iROBOT CORPORATION                          BURLINGTON CROSSING OFFICE LLC
                                            BY THE GUTIERREZ COMPANY,
                                            ITS MANAGING MEMBER

By. /s/ Helen Greiner                       By. /s/ John A Cataldo
    -----------------                           --------------------------------
Name Helen Greiner                          Name John A Cataldo
Title President                             Title EVP and Assistant Treasurer

By /s/ M David Adler
   -----------------
Name M David Adler
Title Treasurer

                                        2



                          COMMONWEALTH OF MASSACHUSETTS

middlesex, ss                                                         10/29/2002

Then personally appeared before me Helen Greiner the President of iRobot
Corporation, and acknowledged the foregoing instrument to be his free act and
deed, and the free act and deed of iRobot Corporation.

                                   /s/ Mary Ellen DeAngelis
                                   ------------------------
                                   NOTARY PUBLIC
                                   My Commission Expires

                                                  MARY ELLEN DeANGELIS
                                                    NOTARY PUBLIC
                                               Commonwealth of Massachusetts
                                             My Commission Expires Sept. 4, 2009

                          COMMONWEALTH OF MASSACHUSETTS

middlesex, ss                                                         10/29/2002

Then personally appeared before me John A Cataldo, the Executive Vice President
and Assistant Treasurer of Burlington Crossing office LLC, and acknowledged the
foregoing instrument to be his free act and deed, and the free act and deed of
Burlington Crossing Office LLC

                                           /s/ Theresa L. Borelli
                                           ----------------------------
                                           NOTARY PUBLIC
                                           My Commission Expires 4-9-04

                                        3



                                   EXHIBIT "A"

      That certain parcel of land, together with the buildings and improvements
thereon, situated in the Town of Burlington, County of Middlesex, Commonwealth
of Massachusetts, and described as follows.

      Said parcel is shown as Lot 14 on Land Court Plan 6728J and contains 7.781
acres, more or less, according to said Land Court Plan.

      For title reference see Certificate of Title No 211190, Book 1186, Page 40
414048 vl

                                        4



                            FIRST AMENDMENT TO LEASE

      This First Amendment to Lease (this "Amendment") is made as of April 23,
2003 between BURLINGTON CROSSING OFFICE LLC, a Massachusetts limited liability
company, having its offices located at c/o. The Gutierrez Company, One Wall
Street, Burlington, Massachusetts 01803 (hereinafter referred to as "Landlord")
and iROBOT CORPORATION, a Delaware corporation, having its offices located at 63
South Avenue, Burlington, Massachusetts 01803 (hereinafter referred to as
"Tenant")

                                 WITNESSETH THAT

      WHEREAS, by instrument dated October 29,2002 (the "Lease"), the Landlord
demised to Tenant 24,004 rentable square feet located on a portion of the first
(1st) floor of the building (the "Building") known as 63 South Avenue,
Burlington, Massachusetts (said 24,004 rentable square feet of space being
defined in Section 2.1 of the Lease as the "Premises"), and

      WHEREAS, Landlord and Tenant desire to amend the Lease to expand the
Premises to include 10,210 rentable square feet of additional space located on
another portion of the first (1st) floor of the Building (the "Additional
Premises"),

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and the mutual covenants and agreements herein
contained, Landlord and Tenant hereby agree as follows:

1.    Initial capitalized terms used herein but not defined herein shall have
      the meanings ascribed to them in the Lease.

2.    The following amendments are hereby made to the Lease, which amendments
      shall be effective as of June 1,2003.

      (a)   Article 1 of the Lease is amended by deleting Article 1 in its
            entirety and by replacing the same with Article 1 attached hereto as
            Schedule 1.

      (b)   Schedule 2 of this Amendment is added to the Lease as a new Exhibit
            "A-1".

      (c)   Section 2.1 of the Lease is amended by deleting the last sentence of
            the first paragraph thereof and replacing it with the following:

            "The Premises is depicted on the plans attached hereto as Exhibit
            "A" and Exhibit A-1". The portion of the Premises depicted on
            Exhibit "A" is hereafter referred to as the "Original Premises," and
            the portion of the Premises depicted on Exhibit A-1" is hereafter
            referred to as the "Additional Premises" Commencing on June 1,2003,
            the

                                        1



            term "Premises" shall mean the Original Premises together with the
            Additional Premises".

      (d)   Article 3 is amended by adding thereto a new Section 3.5, as
            follows:

            "3.5. ADDITIONAL PREMISES

                  The Additional Premises shall be delivered to Tenant on June
            1,2003, in "as is" condition, subject to a general clean-up of the
            space to include "touch-up" painting where necessary and the
            construction of two double door wide passage ways between the
            Original Premises and the Additional Premises Landlord represents
            that the Building's systems are in good working condition".

3.    Landlord and Tenant each represent and warrant that it has dealt with no
      broker, other than Richards Barry Joyce & Partners, in connection with
      this Amendment and agree to defend, indemnify and save the other party
      harmless from and against any and all claims for a commission arising out
      of this Lease made by anyone other than the aforementioned broker.

4.    Except as modified by this Amendment, the Lease is hereby ratified and
      confirmed.

5.    This Amendment may be signed in any number of counterparts and each
      thereof shall be deemed to be an original and all such counterparts shall
      be but one and the same agreement.

6.    Landlord's obligations to perform hereunder are subject to the condition
      precedent that Landlord's Mortgagee approves of this Amendment by
      executing and delivering to Landlord the Mortgagee's Consent form attached
      hereto as Schedule 3.

7.    Tenant's obligation to perform its covenants and agreements hereunder is
      subject to the condition precedent that this First Amendment to Lease be
      approved by Tenant's Board of Directors Unless Tenant gives Landlord
      written notice within ten (10) days after the date hereof that the Board
      disapproves this First Amendment to Lease, then this condition shall be
      deemed to have been satisfied or waived and the provisions of this Section
      7 shall be of no further force or effect. If Tenant provides such notice
      of disapproval to Landlord, then all of Landlord's and Tenant's
      obligations hereunder shall be deemed terminated and this First Amendment
      to Lease shall terminate without recourse to the parties hereto.

                                        2



      Executed as an instrument under seal as of the date first above written

TENANT                                LANDLORD

iROBOT CORPORATION                    BURLINGTON CROSSING OFFICE LLC
                                      A Massachusetts limited liability company,
                                      BY THE GUTIERREZ COMPANY,
                                         Managing Member

By  /s/ Geoffrey P. Clear
    ---------------------
Name GEOFFREY P. CLEAR
Title CHIEF FINANCIAL OFFICER

                                      By /s/ John A. Cataldo
                                         -------------------
                                      Name John A. Cataldo
                                      Title Executive Vice President

                                        3


                                   SCHEDULE 1

                    Date of Lease Execution October 29, 2002

                                 REFERENCE DATA

1.1.   SUBJECTS REFERRED TO.

      Each reference in this Lease to any of the following subjects shall
      incorporate the data stated for that subject in this Section 1.1.

LANDLORD                       Burlington Crossing Office LLC

MANAGING AGENT                 The Gutierrez Company

LANDLORD'S AND MANAGING
AGENT'S ADDRESS                Burlington Office Park
                               One Wall Street
                               Burlington, Massachusetts 01803

LANDLORD'S REPRESENTATIVE      John A Cataldo

TENANT                         iRobot Corporation

TENANT'S ADDRESS (FOR NOTICE
& BILLING)                     63 South Avenue
                               Burlington, Massachusetts 01803

TENANT'S REPRESENTATIVE        Glen Weinstein

BUILDING                       63 South Avenue
                               Burlington, Massachusetts

FLOOR                          1

TENANT'S SPACE                 Such space shown on the plans attached hereto as
                               Exhibit "A" and Exhibit "A-1", located within the
                               Building on Floor 1

RENTABLE FLOOR AREA OF
TENANT'S SPACE                 (a) As to the Original Premises
                                   24,004 square feet on the First Floor

                               (b) As to the Additional Premises
                                   10,210 square feet on the First Floor

                               (c) Total "Rentable Floor Area of Tenant's
                                   Space" 34,214 square feet

                                       4


TOTAL RENTABLE FLOOR AREA
OF THE BUILDING                81,685 square feet

SCHEDULED TERM
COMMENCEMENT DATE              December 1, 2002

TERM EXPIRATION DATE           December 31, 2008

APPROXIMATE TERM               Six years and one month from the Commencement
                               Date for the Original Premises

FIXED RENT                     June 2003 - July 2003 $9.90/RSF /Annum
                                   $28,226.55 Monthly
                               August 2003 - January 2004 $11.90/RSF /Annum
                                   $33,928.88 Monthly
                               February 2004-December 2004 $17.40/RSF/Annum
                                   $49,610.30 Monthly
                               January 2005-December 2005 $19.40/RSF/Annum
                                   $55,312.63 Monthly
                               January 2006-December 2006 $20.40/RSF/Annum
                                   $58,163.80 Monthly
                               January 2007-December 2007 $21.40/RSF/Annum
                                   $61,014.97 Monthly
                               January 2008-December 2008 $22.40/RSF/Annum
                                   $63,866.13 Monthly

MONTHLY FIXED RENT             For each month during the Term, the Monthly Fixed
                               Rent amount set forth above

ANNUAL ESTIMATED OPERATING
COSTS                          Actual current year 2003 (approximately $7.25 per
                               rentable square foot included in the Fixed Rent)

ESTIMATED COST OF ELECTRICAL
SERVICE TO TENANT'S SPACE      To be separately sub-metered in accordance with
                               Exhibit "D". The anticipated cost of such
                               electricity is $0.90 per rentable square foot per
                               annum

FIRST FISCAL YEAR FOR TENANT'S
PAYING OPERATING COST
ESCALATION                     Year beginning January 1, 2004

SECURITY DEPOSIT               See Article 1.1

GUARANTOR(S)                   None

                                       5


PERMITTED USES                 The development, marketing, manufacturing,
                               machining, sale and delivery of robots and
                               associated technology and the providing of
                               professional services in connection therewith

REAL ESTATE BROKER(S)          Richards Barry Joyce & Partners

PUBLIC LIABILITY INSURANCE     BODILY INJURY AND PROPERTY DAMAGE
             EACH COVERAGE     $1,000,000.00
                 AGGREGATE     $2,000,000.00

1.2. EXHIBITS.

     The Exhibits listed below in this Section are incorporated in this Lease by
     reference and are to be construed as part of this Lease.

     EXHIBIT A     Plan Showing Tenant's Space

     EXHIBIT A-1   Plan Showing Tenant's Additional Space

     EXHIBIT B     Legal Description of Lot

     EXHIBIT C     Intentionally Deleted

     EXHIBIT D     Landlord's Services

     EXHIBIT E     Rules and Regulations

     EXHIBIT F     Intentionally Deleted

     EXHIBIT G     Estoppel Certificate

     EXHIBIT H     Option to Extend

     EXHIBIT I     Expansion Rights / Right of First Refusal*

     EXHIBIT J     Intentionally Deleted

     EXHIBIT K     Subordination, Non-Disturbance and Attornment Agreement

                                       6


                                   SCHEDULE 2

                                  EXHIBIT A-1.1

                Plan Showing Tenant's Space (Additional Premises)

                                [TO BE PROVIDED]

                                       7


                                   SCHEDULE 3

                              CONSENT OF MORTGAGEE

      The undersigned Mortgagee hereby consents and approves the terms and
provisions set forth in this First Amendment to Lease dated as of April 23, 2003
by and between BURLINGTON CROSSING OFFICE LLC ("Landlord") and iROBOT
CORPORATION ("Tenant").

                                         MORTGAGEE

                                         FLEET NATIONAL BANK

/s/ [ILLEGIBLE]                          By /s/ Aidan E. Hume
- ------------------------                    --------------------------
Witness                                  Name AIDAN E. HUME
                                         Title VICE PRESIDENT
                                         Date 5/5/03

                                       8


                                   EXHIBIT "I"

                    EXPANSION RIGHTS / RIGHT OF FIRST REFUSAL

      In the event that, during the Term of this Lease, Tenant enters into a
direct lease with Landlord (or its affiliates, including without limitation,
affiliates of The Gutierrez Company) for at least 51,321 rentable square feet in
another building owned by Landlord or one of said affiliates, and further
provided that the rent under said new lease is at then Market Rent, as defined
in Exhibit "H" of this Lease, then Tenant shall be permitted to vacate the
Premises (as such term is described in this Lease) upon the commencement date of
the new lease, as though said commencement date where the originally
contemplated expiration date under this Lease. The foregoing provision shall be
binding upon the successors and assigns of Landlord and Tenant, expressly
excluding, however, any mortgagee of Landlord.

Additionally (but subject to Landlord's or The Gutierrez Company's or either of
their respective affiliates' own use of the Offer Space (defined below) or plans
for redevelopment of the building containing the Offer Space, as more
particularly described below), in no event shall Landlord decide to lease, agree
to lease, or accept any offer to lease additional space within the adjacent
6,000 square foot building owned by Landlord's affiliate, Burlington Crossing
LLC, having an address of 33 Second Avenue, Burlington, MA (the "Offer Space")
unless Landlord first affords Tenant an opportunity to lease the Offer Space in
accordance with the provisions of this Exhibit "I" and only after written notice
to Tenant Such notice shall contain the proposed essential terms with respect to
the Offer Space (Landlord's summary thereof shall herein be referred to as the
"Offer"). The Offer shall set forth all of the essential terms and conditions
upon which Landlord proposes to lease the Offer Space to Tenant. Upon receipt of
the Offer from Landlord, and provided further that there does not then exist an
uncured, continuing Event of Default under this Lease and provided further that
the Tenant specified in Section 1.1 hereof or an entity that controls Tenant, or
is controlled by or with Tenant, is then leasing and occupying at least 75% of
the rentable square feet of the Premises, then Tenant shall have a right to
lease the Offer Space by giving notice to Landlord to such effect within
fourteen (14) days after Tenant's receipt of Landlord's notice of such Offer. If
such notice is not so timely given by Tenant, then Landlord shall be free to
lease the Offer Space or portion thereof, to any third party on any terms and
conditions it determines in its sole discretion at any time after the expiration
of said fourteen (14) day period.

Notwithstanding anything to the contrary in this Exhibit "I", if Tenant notifies
Landlord of its election to lease the Offer Space and then fails to execute and
deliver the required amendment to this Lease (or separate lease agreement, as
applicable) once the same has been mutually agreed upon by Landlord and Tenant
in accordance with this Exhibit "I," then (i) Tenant shall be deemed to have
waived its rights to lease the Offer Space under this Exhibit "I," (ii) Landlord
shall have the unrestricted right to lease such space upon whatever terms and
conditions as are negotiated by Landlord in its sole discretion, and (iii)
Tenant's right of first offer under this Exhibit "I" shall become null and void
and of no further force and effect. The recording by the Landlord of an
affidavit to such effect shall be conclusive evidence of the termination or
waiver of Tenant's first offer option hereunder. Otherwise, if the Landlord and
Tenant, each acting reasonably and in good faith, fail to agree on a mutually
agreeable form of amendment to this Lease (or separate lease agreement, as the
case may be) within said thirty (30) day period upon receipt of Landlord's
proposed form of agreement, unless such date is extended by mutual agreement of
both parties hereto, then such failure shall be treated as a non-exercise by
Tenant of its right of first refusal, with the consequence that Landlord shall
be free to lease the Offer Space or any



portion thereof to any third party, but if the Offer Space should once again
become available thereafter, then at that time Tenant shall once again have the
right of first refusal set forth in this Exhibit "I".

      As aforesaid, Tenant's right hereunder are expressly subject and
subordinate to Landlord's (or its affiliates') own use of the Offer Space or
plans for redevelopment of the building containing the Offer Space. Landlord
agrees that either Landlord, The Gutierrez Company, or either of their
respective affiliates', as the case may be, shall notify Tenant in writing of
any such exercise of this reserved right, whereupon Tenant's right of first
refusal on the Offer Space shall become null and void.



                            SECOND AMENDMENT TO LEASE

      This Second Amendment to Lease (this "Amendment") is made as of the 22nd
day of February, 2005, between Burlington Crossing Office LLC, a Massachusetts
limited liability company, having its offices at c/o The Gutierrez Company, One
Wall Street, Burlington, Massachusetts 01803 (hereinafter referred to as
"Landlord") and iRobot Corporation, a Delaware corporation, having its offices
located at 63 South Avenue, Burlington, Massachusetts 01803 (hereinafter
referred to as the "Tenant").

                                 WITNESSETH THAT

      WHEREAS, by instrument dated October 29, 2002, as amended by a First
Amendment to Lease dated April 23, 2003 (collectively, the "Lease") Landlord
demised to Tenant certain premises consisting of 34,314 rentable square feet of
tenant space (the "Premises"), located at 63 South Avenue, Burlington,
Massachusetts, and as more particularly described in the Lease (the "Building"),
and.

      WHEREAS, Landlord and Tenant desire to amend the Lease to expand the
Premises to (i) include the balance of the first floor consisting of 24,120
square feet currently occupied by Lahey Clinic Hospital, Inc ("Lahey"), except
for a communications closet shown on Schedule 1 attached hereto and made a part
hereof (the "Data Closet"), which shall be used by Tenant on a non-exclusive
basis with other tenant(s) of the Building, currently Lahey, pursuant to the
terms of a separate agreement between Tenant and Lahey, as hereinafter provided
in Paragraph 5(i) below (the "First Floor Space"), (ii) to provide for the
modification to and lease of the 6,150 square foot 33 Second Avenue building for
Tenant's use, (iii) to provide for a possible expansion workshop of 3,000 square
feet to the 33 Second Avenue building, (iv) to provide for the use of temporary
space at 33 Second Avenue, and (v) to address certain other matters as set forth
herein.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and the mutual covenants and agreements herein
contained, Landlord and Tenant hereby agree as follows:

      1. Initial capitalized terms used herein, but not defined herein, shall
have the meanings ascribed to them in the Lease.

      2. Section 2.1 of the Lease is hereby amended by adding the following
paragraphs at the end of said Section.

      "2.1.1 Temporary Space - Landlord and Tenant hereby acknowledge and agree
that Tenant shall have the right to use and occupy the Temporary Space (as
hereinafter defined), subject to all the terms and provisions of this Section or
elsewhere in this Lease, except as otherwise provided herein to the contrary,
until such time as the full renovations to 33 Second

                                       1


Avenue ("33 Second Avenue Work") (as hereinafter defined in Section 2.1.1A
below) is completed and ready for Tenant's occupancy, or in the event that
Landlord is unable to obtain the required permits for the 33 Second Avenue Work,
as hereinafter provided, until December 31, 2005. Alternatively, in the event
that Landlord is unable to obtain the required permits necessary to fully
renovate the entire 33 Second Avenue building, then Tenant shall have the
option, exercisable within thirty (30) days of receipt of Landlord's notice that
it has been unsuccessful in obtaining the necessary permits for the construction
of the Workshop, to continue to use and occupy the Temporary Space, subject to
the terms and provisions of this Lease, except that the Fixed Rent due for
Tenant's continued occupancy of the Temporary Space shall be $1.00 per square
foot per annum paid monthly in advance, and Tenant shall be responsible to make
any such additional improvements to the Temporary Space as may be required by
the Building Inspector or other applicable authorities of the Town of
Burlington. Any additional improvements requested by Tenant, and so required as
aforesaid, shall be performed by GCCI, at Tenant's cost, specifically at cost
plus ten percent (10%). Otherwise, Tenant shall vacate and surrender the
Temporary Space in accordance with the provisions of Section 6.1.2 hereof. The
parties hereby further agree to execute an amendment to this Lease, upon the
request of either party, confirming the permanent addition of the Temporary
Space to the "Premises" hereunder in the event that Tenant elects to continue
its occupancy thereof (i.e., the term "Premises" shall be expanded to include
the Temporary Space and a new rent schedule shall be provided). Landlord has
made certain temporary renovation improvements to approximately 2,755 square
feet of the building located at 33 Second Avenue (the "Temporary Space").
Landlord has been paid by Tenant for the cost of such Temporary Space
improvements. Except for the $1.00 per square foot set forth previously in this
section, Tenant shall not be required to pay Fixed Rent on the Temporary Space,
but will reimburse Landlord its pro rata share of taxes and utilities allocable
to the Temporary Space, as additional rent, on a monthly basis from November 1,
2004 until the 33 Second Avenue Work is completed, or until its lease of the
Temporary Space is terminated as provided in this Section 2.1.1, after which
event Section 2.1.1A shall apply.

2.1.1A 33 Second Avenue Work - Tenant has requested Landlord renovate the 6,150
square foot 33 Second Avenue building and provide an exclusive adjacent area in
the current parking lot for testing of an additional approximately 8,500 square
feet (such testing area to be protected by jersey barriers and/or fencing) and
other rough terrain testing space on the slopes and drive at the southwest
corner of the lot to also be made available for Tenant's use until the end of
the Term, as hereinafter provided in this Section 2.1.1A. A portion of the 33
Second Avenue building is currently being used as the Temporary Space. Landlord
has provided Tenant with initial plans titled "33 Second Avenue/63. South Avenue
iRobot - Expansion Building Options, Drawing A -1 (Tenant Review & Pricing)
1/6/05," attached as Schedule 3, and Site Plan - Proposed Option "B", 33 Second
Avenue, Burlington, MA, dated 12/8/04, attached as Schedule 3-A, and an initial
estimate of the approximate cost of such 33 Second Avenue Work of one hundred
eighty-three thousand four hundred seventy-nine ($183,479) dollars and, if
requested by Tenant, an additional two hundred fourteen thousand five hundred
ninety-nine ($214,599) dollars for the Workshop. Upon execution of this
Amendment and receiving Tenant's electrical requirements from Tenant, Landlord,
or at Tenant's option and sole expense a third party architect, reasonably
acceptable to Landlord, will prepare more detailed plans for construction and
bidding for the 33 Second Avenue Work and will present them to Tenant for

                                       2

approval. Once such construction plans have been approved by Tenant, Landlord
will obtain bids for such work and will present Tenant with a not to exceed cost
for such work ("Cost of the Work"). Included in the Cost of the Work shall be
general conditions and the cost of GCCI's overhead and profit equal to seven
percent (7%) of such work, and a five percent (5%) contingency reserve. Landlord
will not expend the five percent (5%) contingency reserve without first
informing Tenant. Tenant agrees to reimburse Landlord as set forth later in this
Section 2.1.1A for the actual cost of said work not to exceed the Cost of the
Work unless there is a change in scope or Tenant approved change order. Upon
written approval by Tenant of the Cost of the Work, Landlord agrees to use
reasonable efforts to have the 33 Second Avenue Work completed so that the work
is completed within three (3) months following approval by Tenant of Landlord's
construction and bidding plans and Cost of the Work (the "Scheduled Completion
Date"), which completion date shall, however, be extended for a period equal to
that of any delays due to governmental regulations, unusual scarcity of or
inability to, obtain labor or materials, labor difficulties, casualty or other
causes reasonably beyond Landlord's control. The 33 Second Avenue Work shall be
deemed completed, and rent payable thereon shall commence on the earlier of (a)
the date on which Tenant occupies any part of the 33 Second Avenue building
other than the Temporary Space, (b) the date on which the 33 Second Avenue Work
is substantially completed as certified by Landlord ("33 Second Avenue Rent
Commencement Date"). Landlord shall permit Tenant access for installing its own
equipment furnishings in the 33 Second Avenue building if it can be done without
material interference with Landlord's remaining work. Notwithstanding the
foregoing provisions, if the 33 Second Avenue Work is not complete and the
building is not ready for occupancy on or before a date which is sixty (60) days
after the Scheduled Completion Date stated above for whatever reason other than
Tenant's fault or the allowable delays set forth above, Tenant may elect not to
lease said 33 Second Avenue building and not to reimburse Landlord for
Landlord's costs by giving notice to Landlord of such election. Upon receipt of
such election, Landlord shall have an additional fifteen (15) days to complete
said work. If said work is completed within such fifteen (15) day period, then
Tenant's election above shall be null and void, it being understood that said
election by it shall be Tenant's sole remedy at law and in equity for Landlord's
failure to have the 33 Second Avenue building ready for Tenant's occupancy.
Tenant agrees to use and occupy the 33 Second Avenue building subject to the
terms and conditions of this Lease, except as otherwise set forth herein to the
contrary.

Tenant shall reimburse Landlord for the actual cost of the 33 Second Avenue Work
but not, without Tenant's prior written consent, in excess of the Tenant
approved Cost of the Work Parties agree that such reimbursement shall be paid by
an adjustment to the Fixed Rent under the Lease. Specifically such actual cost
shall be amortized over a term of five (5) years at a seven percent (7%) rate,
i.e., a constant annual payment of 23.77% of the actual cost of the 33 Second
Avenue Work, plus twelve thousand two hundred ($12,200) dollars per year. Thus,
for example, if the cost of the 33 Second Avenue Work were two hundred sixty
thousand ($260,000) dollars, then the additional Annual Fixed Rent would be
equal to two hundred sixty thousand ($260,000) dollars times 2377 which equals
sixty-one thousand eight hundred two ($61,802) dollars, plus twelve thousand two
hundred ($12,200) dollars, for a total additional Fixed Rent of seventy-three
thousand eight hundred two ($73,802) dollars per year, six thousand one hundred
fifty dollars and sixteen cents ($6,150.16) per month. Any increase in Operating
Costs or real estate taxes or additional Landlord's services called for in
Section 5.1 required because of Tenant's occupancy

                                       3


of the 33 Second Avenue building shall be paid for by Tenant (i.e., 100% of such
costs shall be allocable to Tenant) on a monthly basis, as additional rent. It
is hereby expressly understood and agreed that any such costs shall not be
included within the "Operating Cost Base" for the Building. Landlord and Tenant
agree that they shall enter into a mutually satisfactory amendment to this Lease
in order to reflect Tenant's occupancy of the 33 Second Avenue building, adding
it to the Premises, and the rent adjustments hereunder. Upon termination of this
Lease for any reason prior to five (5) years after the 33 Second Avenue Rent
Commencement Date, Tenant shall pay Landlord the unamortized balance of such
costs within ten (10) days of receipt of an invoice therefor. However, in the
event that, within three (3) years of the termination of the Lease for any
reason, except by reason of Tenant's default, Landlord subsequently leases 33
Second Avenue to others, then, at such time as such new 33 Second Avenue tenant
makes its first rent payment thereon, Landlord will rebate to Tenant the
following amount of the unamortized balance of the 33 Second Avenue Cost of the
Work previously paid by Tenant to Landlord upon termination of this Lease
("Unamortized Balance"). Such rebate to be calculated as follows:

      1. Any Landlord costs associated with the re-leasing of 33 Second Avenue
to include, but not be limited to broker commissions, tenant improvements, other
concessions, shall be added to the Unamortized Balance. The resulting subtotal
shall be amortized over the new lease term at eight percent (8%). To that
amortized subtotal total shall be added one ($1.00) dollar per rentable square
foot times the square footage of space leased under the new lease for 33 Second
Avenue. That grand total of the amortized subtotal plus one ($1.00) dollar per
rentable square foot total to be divided into the average annual triple net rent
of the leased space. If the quotient of such division equals or exceeds 1.0,
then Landlord shall rebate to Tenant total amount of the Unamortized Balance. If
the resulting quotient is less than 1.0, then Landlord shall return that portion
represented by the quotient times the Unamortized Balance. Example follows:

      Assuming the following facts and conditions.


                                                                       
A     Landlord leased 6,150 square feet of 33 Second Avenue
      for five (5) years @ average rent triple net of $7.50/SF      =     $ 46,125/ year

B     Lease Up Costs Total                                          =     $104,550
      1B      Commissions @ $6.00/SF          $36,900
      2B      Tenant Improvements @ $10.00/SF $61,500
      3B      Other @$1.00/SF                 $ 6,150

C     Unamortized Balance of 33 Second Avenue Work                  =     $ 87,700
                                                                          --------

D     Subtotal Costs                                                =     $192,250

E     D x 5-year amortization @ 8% = $192,250 x 0.2434              =     $ 46,794

F     $1.00 per Square Foot Re-leased Space                         =     $  6,150
                                                                          --------
G     Grand Total of Amortized Costs + $1.00/SF                     =     $ 52,944

H     A/G = $46,125/$52,944 = 0.871

      Landlord rebates Tenant H x C = 0.871 x $87,700 = $76,387


                                       4

The provisions of this section shall survive termination of this Lease.

      2.1.2. Workshop - As requested by Tenant, Landlord hereby agrees to use
good faith, diligent efforts to obtain any and all approvals and permits
necessary for the construction of a prefab steel building as an expansion to the
rear of 33 Second Avenue located as shown on the plan attached hereto as
Schedules 3 and 3-A, containing approximately 3,000 square feet (the "Workshop"
and at times, the "Workshop Work") Tenant shall provide Landlord with
specifications for the Workshop on or before April 1, 2005. Landlord will not
approve any alterations that will require unusual expense to demolish the
Workshop on lease termination Landlord agrees to develop, at Tenant's cost, the
modification of the Site Plan and all other plans and/or studies required for
Landlord to obtain the necessary state and local permits and approvals for the
construction of the Workshop and the bidding of the work necessary to construct
the Workshop. Tenant acknowledges that Landlord has indicated a variance shall
be required for such expansion. Landlord agrees to try to obtain such permits,
using the efforts as aforesaid, on or before June 30, 2005. Landlord and Tenant
agree to work and cooperate with each other so as to reach mutual agreement on
any modifications to the plans as may be requested by the applicable permit
granting authorities. In the event that Landlord is unsuccessful in obtaining
all necessary permits and approvals for the construction of the Workshop by
September 30, 2005, Landlord's obligations under this Section 2.1.2 shall
terminate, and such failure shall not be deemed to be a default by Landlord
hereunder. Tenant agrees to reimburse Landlord for its permitting expenses
incurred hereunder, up to a maximum of five thousand ($5,000) dollars, within
thirty (30) days of receipt of Landlord's invoice therefor, containing
reasonable backup documentation evidencing the same.

      In the event that Landlord obtains all of such permits, then Landlord
shall then obtain bids for the construction of said Workshop and present to
Tenant a not to exceed cost to construct such Workshop ("Cost of the Workshop
Work") and a scheduled completion date for such work ("Scheduled Completion
Date"). Included in the Cost of the Workshop Work shall be general conditions,
the cost of GCCI's overhead and profit, equal to seven percent (7%) of the work,
and a five percent (5%) contingency reserve. Landlord will not expend the five
percent (5%) contingency reserve without first informing Tenant. After approval
of the plans for the Cost of the Workshop Work by Tenant, Landlord shall
commence construction of the Workshop and diligently prosecute the same to
completion (i.e., the parties further agreeing that no overtime shall be
required). The Workshop Work shall be deemed completed and Fixed and additional
Rent payable thereon shall commence on the earlier of (a) the date on which
Tenant occupies any part of the Workshop, (b) the date on which the Workshop
Work shown on the Workshop plans accepted by Tenant is substantially completed
as certified by Landlord's architect ("Workshop Rent Commencement Date").
Landlord shall permit Tenant access for installing its own equipment and
furnishings in the Workshop if it can be done without material interference with
Landlord's remaining work. Notwithstanding the foregoing provisions, if the
Workshop is not complete and the building ready for occupancy on or before a
date which is ninety (90) days after the Scheduled Completion Date for whatever
reason other than Tenant's fault or the allowable delays previously set forth in
2.1.1A, Tenant may elect not to lease said Workshop and not to reimburse
Landlord for Landlord's costs by giving notice to Landlord of

                                       5


such election. Upon receipt of such election, Landlord shall have an additional
fifteen (15) days to complete said work. If said work is completed within such
fifteen (15) day period, then Tenant's election above shall be null and void, it
being understood that said election by it shall be Tenant's sole remedy at law
and in equity for Landlord's failure to have the Workshop ready for Tenant's
occupancy. Upon Landlord's substantial completion and obtaining a certificate of
occupancy (which may be temporary) for the Workshop and providing Tenant with a
copy thereof, Tenant agrees to use and occupy the Workshop subject to the terms
and conditions of this Lease, except as otherwise set forth herein to the
contrary.

      Tenant shall reimburse Landlord for the actual cost of construction of the
Workshop, not to exceed the Cost of the Workshop Work unless there is a change
in scope or Tenant approved change order. The parties agree that such
reimbursement shall be paid by Tenant in the form of an adjustment to the Fixed
Rent under this Lease. Specifically, such costs shall be amortized over the
remaining Term of this Lease at a per annum rate of seven percent (7%), plus six
thousand ($6,000) dollars per year, to be paid monthly in advance as additional
Fixed Rent. Any increase in Operating Costs or real estate taxes or additional
Landlord's services called for by Section 5.1 required because of Tenant's
occupancy of the Workshop shall be paid for by Tenant (i.e., 100% of such costs
shall be allocable to Tenant) on a monthly basis, as additional rent. It is
hereby expressly understood and agreed that any such costs shall not be included
within the "Operating Cost Base" for the Building. Landlord and Tenant agree
that they shall enter into a mutually satisfactory amendment to this Lease in
order to reflect Tenant's occupancy of the Workshop, adding it to the Premises,
and the Rent adjustments hereunder. In the event that this Lease terminates
prior to December 31, 2008, then Tenant shall be required to make a Termination
Payment equal to the unamortized balance of the actual costs of the construction
of the Workshop. In the event that, within three (3) years of the termination of
the Lease for any reason, except by reason of Tenant's default, Landlord
subsequently leases the Workshop to others, then, at such time as such new
Workshop tenant makes its first rent payment thereon, Landlord will rebate to
Tenant the following amount of the unamortized balance of the Workshop Cost of
the Work previously paid by Tenant to Landlord upon termination of this Lease
("Unamortized Balance") Such rebate to be calculated as follows:

      1. Any Landlord costs associated with the re-leasing of the Workshop to
include, but not be limited to broker commissions, tenant improvements, other
concessions, shall be added to the Unamortized Balance. The resulting subtotal
shall be amortized over the new lease term at eight percent (8%). To that
amortized subtotal total shall be added one ($1.00) dollar per rentable square
foot times the square footage of space leased under the new lease for the
Workshop. That grand total of the amortized subtotal plus one ($1.00) dollar per
rentable square foot total to be divided into the average annual triple net rent
of the leased space. If the quotient of such division equals or exceeds 1.0,
then Landlord shall rebate to Tenant total amount of the Unamortized Balance. If
the resulting quotient is less than 1.0, then Landlord shall return that portion
represented by the quotient times the Unamortized Balance Example follows:

      Assuming the following facts and conditions.

                                       6



                                                                           
A.    Landlord leased 3,000 square feet of the Workshop for
      three (3) years @ average rent triple net of $5.00/ SF           =      $15,000/ year
B.    Lease Up Costs Total                                             =      $19,000
      1B.  Commissions @ $3.33/SF                    $10,000
      2B.  Tenant Improvements @ $3.00/SF            $ 9,000
      3B.  Other @ $-0-/SF                           $  -0-
C.    Unamortized Balance of the Workshop Work                         =      $70,700
                                                                              -------
D.    Subtotal Costs                                                   =      $89,700
E.    D x 3-year amortization @ 8% = $89,700 x 0.3761                  =      $33,736
F.    $1.00 per Square Foot Re-leased Space                            =      $ 3,000
                                                                              -------
G.    Grand Total of Amortized Costs + $1.00/ SF                       =      $36,736
H.    A/G = $15,000/ $36,736 = 0.408

      Landlord rebates Tenant H x C = 0.408 x $70,700 = $28,846


The provisions of this section shall survive termination of this Lease".

      3. Landlord and Tenant hereby agree that references in the Lease to "Lot"
or "Premises" shall include any and all testing areas or other areas, such as
parking areas permitted to be used and/or occupied by Tenant under this Lease,
should such areas not be within the definition of "Lot" hereunder (for example,
but not by way of limitation, the provisions of Sections 6.1.3, 6.1.4, 6.1.5,
6.1.7, 6.1.8, 6.1.9, 6.1.12, and 6.1.13 shall apply to all of said additional
areas).

      4. Article 10 of the Lease is hereby amended by inserting the following as
a new Section 10.16.

      "Section 10.16. (Covenants Independent). Each provision hereof constitutes
an independent covenant, enforceable separately from each other covenant hereof.
To the extent any provision hereof or any application of any provision hereof
may be declared unenforceable, such provision or application shall not affect
any other provision hereof or other application of such provision. Tenant
acknowledges and agrees that Tenant's obligation to pay Fixed Rent and
additional rent is independent of any and all obligations of Landlord hereunder,
with the result that Tenant's sole remedy for any alleged breach by Landlord of
its obligation hereunder shall be to commence a judicial proceeding against
Landlord seeking specific performance, and not to deduct or set off Fixed Rent
or additional rent or terminate this Lease".

      5. Upon the later to occur of all of the foregoing events (the "Expansion
Events" or such date upon which the Expansion Events occur hereinafter being
referred to as the "Expansion Date") (i) the termination of the existing Lahey
lease with respect to the First Floor Space subject to Lahey's right to use the
Data Closet, in common with Tenant, pursuant to the terms of a separate
agreement between Tenant and Lahey as aforesaid, or a future tenant of

                                       7


Landlord as applicable (the "Expansion Space"), (ii) Landlord's receipt of the
applicable termination payments from Lahey, (iii) Lahey vacating said space in
accordance with the terms and provisions of its lease with Landlord, and (iv)
Tenant hereby accepting such space in its then "as is" condition, then Landlord
and Tenant hereby agree that the term "Premises" as used in this Lease shall
include the Expansion Space. Accordingly, upon the occurrence of the Expansion
Events, (A) Section 1.1 of the Lease shall be amended as follows (i) the
definition of "Rentable Floor Area of Tenant's Space" shall be amended by
deleting the existing language in its entirety and by replacing the same with
"58,334 square feet, subject to further expansion as provided in Sections 2.1.1
and 2.1.2 hereof, and (ii) the definition of "Fixed Rent" set forth in Section
1.1 of the Lease shall be amended by deleting the same in its entirety and by
replacing the same with a new Fixed Rent schedule reflecting the addition of the
Expansion Space (i.e., 24,120 square feet) and Landlord's agreement that the
Fixed Rent allocable to the Expansion Space shall be $18.50 per rentable square
foot for the period commencing upon the occurrence of the Expansion Events and
ending on September 30, 2007, and thereafter (i) $21.40 per rentable square foot
from October 1, 2007 through and including December 31, 2007, and (ii) $22.40
per rentable square foot from January 1, 2008 through and including December 31,
2008, and (B) Section 1.2 of the Lease shall be amended by adding the plan
attached hereto as Exhibit "A-3" as a new Exhibit "A-3" thereto. As aforesaid in
Paragraphs 2.1.1A and 2.1.2 above, Landlord and Tenant hereby agree that they
shall enter into a mutually satisfactory amendment to this Lease in order to
reflect the necessary Rent adjustments hereunder and any other relevant
provisions of the Lease necessitated by the events outlined in this Amendment.

      6. Section 1.2 of the Lease is hereby amended by deleting Exhibit "D" of
the Lease and by replacing the same with Exhibit "D-l" attached hereto and made
a part hereof Accordingly, all references in the Lease to Exhibit "D" shall now
refer to Exhibit "D-1" attached hereto.

      7. Effective on the Expansion Date, Section 8.2 of the Lease shall be
amended by adding the following at the beginning of the second sentence thereof,
"Except as otherwise provided in Exhibit "I" hereof, and".

      8. Effective on the Expansion Date (as hereinbefore defined in Section 5
above), Exhibit "I" of the Lease is hereby amended by (i) deleting the square
footage figure of "51,321" and by replacing the same with "87,000", (ii) adding
the following after the words. " Market Rent as defined in Exhibit "H" of this
Lease" in line 4 thereof, "but in no event lower than (a) $22.40 (quoted on a
gross basis) plus tenant electricity, or (b) rent which is sufficient in
Landlord's reasonable and good faith opinion, to finance the non-land project
costs of such expansion building, and further provided that the term of the new
expansion building lease is not for less than ten (10) years", (iii) adding
the following at the end of the first sentence after the words "under this
Lease", the following "and upon payment by Tenant to Landlord of any unamortized
cost of the 33 Second Avenue Work and/or the Workshop Work (as defined in
Sections 2.1.1A and 2.1.2 hereof), which such cost figures either shall be
furnished by Landlord to Tenant within forty-five (45) days of completion of the
33 Second Avenue Work and/or the Workshop Work and again within five (5) days of
receipt of Tenant's termination notice together with reasonable supporting
documentation evidencing the same (the "Termination Payment")", and (iv)
replacing the entire second sentence with the following "The foregoing provision
(and

                                       8


the provisions with respect to the permitting and construction of the Temporary
Space or the 33 Second Avenue Work and/or the Workshop Work pursuant to Sections
2.1.1, 2.1.1A, and 2.1.2 hereof) shall be binding upon the successors and
assigns of Landlord and Tenant, expressly excluding, however, any mortgagee of
Landlord, its successors and/or assigns, and shall not constitute a default by
Landlord of its obligations under this Exhibit "I" (or Section 2.1.1 or 2.1.2,
as it relates to the Temporary Space, 33 Second Avenue Work, or Workshop as
aforesaid)".

      9. The Lease is hereby amended by adding Exhibit "J" attached hereto and
made a part hereof as the new Exhibit "J" to the Lease Accordingly, Section 1.2
of the Lease is hereby amended by deleting the words "Intentionally Deleted"
after Exhibit "J" and by replacing the same with "Right of First Offer".

      10. Landlord and Tenant each represent and warrant that is has dealt with
no broker, other than Richards Barry Joyce & Partners, in connection with this
Amendment and agree to defend, indemnify and save the other party harmless from
and against any and all claims for a commission arising out of this Lease made
by anyone other than the aforementioned broker. The parties further agree that
Landlord's compensation obligation to said broker shall be limited to the lease
of the Expansion Space from July 31, 2007 to December 31, 2008.

      11. Except as modified by this Amendment, the Lease is hereby ratified and
confirmed.

      12. This Amendment may be signed in any number of counterparts and each
thereof shall be deemed to be an original, and all such counterparts shall be
but one and the same agreement.

      13. Landlord's obligations to perform hereunder are subject to the
condition precedent that Landlord's mortgagee approves of this Amendment by
executing and delivering to Landlord the Mortgagee's Consent form attached
hereto as Schedule 4, unless Landlord gives Tenant written notice within thirty
(30) days after the date hereof that Landlord's mortgagee disapproves this
Amendment, then this condition shall be deemed to have been satisfied or waived,
and the provisions of this Section 13 shall be of no further force or effect. If
Landlord's mortgagee provides such notice of disapproval to Landlord, then all
of Landlord's and Tenant's obligations hereunder shall be deemed terminated, and
this Amendment shall terminate without recourse to the parties hereto.

      14. Tenant's obligation to perform its covenants and agreements hereunder
is subject to the condition precedent that this Amendment be approved by
Tenant's Board of Directors Unless Tenant gives Landlord written notice within
ten (10) days after the date hereof that the Board disapproves this Amendment,
then this condition shall be deemed to have been satisfied or waived, and the
provisions of this Section 14 shall be of no further force or effect. If Tenant
provides such notice of disapproval to Landlord, then all of Landlord's and
Tenant's obligations hereunder shall be deemed terminated, and this Amendment
shall terminate without recourse to the parties hereto.

                                       9

EXECUTED as an instrument under seal as of the date first written above

TENANT                                 LANDLORD

iRobot Corporation                     Burlington Crossing Office LLC
                                       A Massachusetts limited liability company
                                       By  The Gutierrez Company,
                                           Managing Member

By /s/ Geoffrey P. Clear               By /s/ Arturo J. Gutierrez
  -----------------------------          ------------------------------------
Name: GEOFFREY P. CLEAR                  Arturo J. Gutierrez
Title: CHIEF FINANCIAL OFFICER           President
        & TREASURER

                                       10



                                  SCHEDULE - 1

                                  DATA CLOSET

                                  [FLOOR PLAN]




                                  SCHEDULE - 3

                                  [FLOOR PLAN]


                                  SCHEDULE 3-A

                                    I-ROBOT
                                33 SECOND AVENUE
                           OPTION "B" - NO EXPANSION
                               02/18/05 - REV (2)

                                                                     PAGE 1 OF 2



                                                                                            
1.    REROOF EXISTING BLDG. (INCLU. REPAIR ROOF DECK, ETC.) 5,700 S.F. @ 2.50/S.F.         =    14,250.00

2.    SELECT DEMO IN EXISTING BLDG.                                                        =    15,000.00

3.    INSULATE & SHEETROCK PERIMETER WALLS 320 L.F.X10'=3,200 S.F @$6/S.F.                 =     7,200.00

4.    STORM WINDOW (INSIDE) AT EXISTING 92'X6'= 552 S.F. @                                 =    10,000.00

5.    REMOVE & PROVIDE RAMP AT ENTRANCE.                                                   =     1,500.00

6.    NEW OPENING AT MASONRY BEARING WALL 1 EA.                                            =       500.00

7.    FURR & SHEETROCK INTERIOR MASONRY WALL AND PATCH EXISTING                            =     8,370.00

8.    NEW TOILET ROOM - PLUMBING & TRENCHING                                               =    20,000.00

9.    NEW DECK HIGH PARTITIONS 106 L.F. @ $55.00/L.F.                                      =     5,830.00

10.   NEW DOORS, FRAMES & HDWR. 8 EA. @ $600/EA.                                           =     4,800.00

11.   ACOUSTICAL CEILINGS 1,200 S.F. @ $2/S.F.                                             =     2,400.00

12.   CARPET, VCT&BASE                                                                     =     3,500.00

13.   PAINTING                                                                             =     3,000.00

14.   HVAC 6,000 S.F.                                                                      =    20,000.00

15.   SPRINKLERS NOT REQUIRED                                                              =    _________

16.   ELECTRICAL, LIGHTS, POWER, LIFE SAFETY & FIRE ALARM 6,000 S.F.                       =    20,000.00

17.   BUILDING PERMIT $10/1,000                                                            =     1,250.00

18.   SUPERVISION $2,860/WK.                                                               =     8,580.00




                                  SCHEDULE 3-A

I-ROBOT                                                              PAGE 2 OF 2
33 SECOND AVENUE
OPTION "B" - NO EXPANSION
02/18/05 - REV (2)


                                                                  
19.   PROJECT MANAGER @ $4,207/WK. @ 50%                         =     12,621.00

20.   CLEAN-UP & GENERAL LABOR @ 1,000/WK.                       =      3,000.00

21.   DUMPSTERS 6 EA. @ 600/DUMP                                 =      1,800.00

22.   POSTAGE, DRWG. REPRO., FAX, ETC.                           =      1,250.00
                                                                     -----------
      SUBTOTAL                                                   =   $164,851.00
      6% FEE                                                            9,891.00
                                                                     -----------
      SUBTOTAL                                                   =   $174,742.00
      CONTINGENCY 5%                                             =      8,737.00
                                                                     -----------
      TOTAL BUDGET                                               =   $183,479.00


CHERYL/IROBOT-NOEXPANSION



                                  SCHEDULE 3-A

                                    I-ROBOT
                                33 SECOND AVENUE
                        OPTION "B" - 3000 S.F. EXPANSION
                               02/18/05 - REV (2)

                                                                     PAGE 1 OF 2



                                                                             
1.    ADD CATCH BASIN                                                      =     $3,000.00

2.    CHAIN LINK DOUBLE GATE 2 EA. @ $2,000 EA.                            =      4,000.00

3.    JERSEY BARRIES 10 EA. @ 200 EA.                                      =      2,000.00

4.    RECLAIM BIT. PAVEMENT 225 TONS @ $10/TON                             =      2,250.00

5.    EXCAVATE & BACKFILL FOOTINGS 4 DAYS @ $1,000/DAY                     =      4,000.00

6.    GRAVEL BASE FOR SLAB ON GRADE 130 CYDS. @ $18/C.Y.                   =      2,340.00

7.    NEW UTILITIES NOT REQUIRED                                                __________

8.    CONCRETE FOUNDATIONS 40 C.Y. @175/C.Y.                               =      7,000.00

9.    CONCRETE SLAB ON GRAD 50 C.Y. @ 200/C.Y.                             =     10,000.00

10.   PREFAB. PACKAGED BLDG. MATERIAL                                      =     26,000.00

11.   PREFAB. PACKAGED BLDG. ERECTION 3,000 S.F. @ 2.25/S.F.               =     18,000.00

12.   HVAC 3,0000 S.F.                                                     =     40,000.00

13.   SPRINKLERS NOT REQUIRED                                              =    __________

14.   ELECTRICAL, LIGHTS, POWER, LIFE SAFETY & FIRE ALARM 3,000 S.F.       =     40,000.00

15.   BUILDING PERMIT $10/1,000                                            =      1,250.00

16.   SUPERVISION @$2,860/WK.                                              =     14,300.00

17.   PROJECT MANAGER @ $4,207/WK. @ 50%                                   =     12,621.00

18.   CLEAN-UP & GENERAL LABOR @ 1,000/WK.                                 =      3,000.00

19.   DUMPSTERS 3 EA. @ 600/DUMP.                                          =      1,800.00




                                  SCHEDULE 3-A

I-ROBOT                                                              PAGE 2 OF 2
33 SECOND AVENUE
OPTION "B" - 3,000 S.F. EXPANSION
02/18/05 - REV (2)


                                                                  
19.   POSTAGE, DRWG. REPRO., FAX, ETC.                        =         1,250.00
                                                                     -----------
      SUBTOTAL                                                =      $192,811.00
      6% FEE                                                  =        11,569.00
                                                                     -----------
      SUBTOTAL                                                =      $204,380.00
      CONTINGENCY 5%                                          =        10,219.00
                                                                     -----------
      TOTAL BUDGET                                            =      $214,599.00


CHERYL/IROBOTREVISED2/18


                                   SCHEDULE 4

                              CONSENT OF MORTGAGEE

The undersigned Mortgagee hereby consents and approves the terms and provisions
set forth in this Second Amendment to Lease dated as of________________________,
2005, by and between Burlington Crossing Office LLC ("Landlord') and iRobot
Corporation ("Tenant")

                                    MORTGAGEE

                                    BANK OF AMERICA

___________________________         By _________________________________________
Witness

                                    Name________________________________________

                                    Title_______________________________________

                                    Date________________________________________

                                       13



                                  EXHIBIT "A-3"

                            PLAN OF EXPANSION SPACE

                                (TO BE SUPPLIED)

                                       14



                                  EXHIBIT "D-1"

                              LANDLORD'S SERVICES

I.    CLEANING.

      A.    BUILDING LOBBIES AND COMMON AREAS.

            1.    Entrance doors and partition glass to be cleaned nightly. Wipe
                  down frames and fixtures as needed.

            2.    Remove entrance mats and clean sand and dirt from pits and
                  floors, clean and replace mats nightly.

            3.    Floors to be swept and washed nightly. Maintain a high luster
                  finish following manufacturer's specifications.

            4.    Walls to be dusted and spot cleaned as necessary, thoroughly
                  washed twice a year.

            5.    Empty and wipe clean trash receptacles nightly including
                  exterior smoker's stations.

            6.    Dust, with treated cloth, security desks, window sills,
                  directory frames, planters, etc, nightly.

            7.    Clean director glass nightly.

            8.    Vacuum all carpeted areas nightly, treat and spot clean
                  stains, clean fully as needed.

            9.    Vinyl tile floors to be dry mopped nightly, spot washed with
                  clean water as needed and spray buffed weekly.

            10.   Sweep all stairwells in building nightly and keep in clean
                  condition, washing same as necessary.

            11.   Do all high dusting (not reached in nightly cleaning)
                  quarterly, which includes the following.

                  (a)   Dust all pictures, frames, charts, graphs and similar
                        wall hangings.

                  (b)   Dust exposed piped, ventilation and air conditioning
                        grilles, louvers, ducts and high molding, as needed.

                                       15



            12.   Clean and maintain luster on ornamental metal work as needed
                  within arm's reach.

            13.   Dust all drapes and blinds as needed.

            14.   Wash and disinfect drinking fountains using a non-scented
                  disinfectant nightly. Polish all metal surfaces on the unit
                  nightly.

            15.   Strip and wax all resilient tile floors yearly.

            16.   Shampoo all common area carpets at additional contract price
                  at least once per year.

      B.    LAVATORIES - NIGHTLY.

            1.    Empty paper towel receptacles, bag and transport waste paper
                  to designated area, disinfect receptacle and add new liner.

            2.    Empty sanitary napkin disposal receptacles, bag and transport
                  waste, disinfect receptacle and add new liner.

            3.    Refill toilet tissue, hand towel dispensers, and sanitary
                  napkin dispensers.

            4.    Scour, wash and disinfect all basins, bowls and urinals using
                  non-scented disinfectants.

            5.    Wash, disinfect and wipe dry both sides of toilet seat using
                  non-scented disinfectants.

            6.    Wash and polish all mirrors, counters, faucets, flushometers,
                  bright work and enameled surfaces.

            7.    Spot clean toilet partitions, doors, door frames, walls,
                  lights and light switches.

            8.    Remove all cobwebs from walls and ceilings.

            9.    Sweep and wash all floors, using proper non-scented
                  disinfectants.

            10.   Add water to floor drains weekly, disinfect monthly.

            11.   Turn off lights.

                                       16



      C.    ELEVATORS - NIGHTLY.

            1.    Thoroughly clean walls.

            2.    Wipe clean control panels, door frames and mirrors.

            3.    Vacuum cab and floor door tracks.

            4.    Vacuum floors, shampoo as needed, wash stone floors.

            5.    Dust ceilings.

      D.    GENERAL CLEANING (MONDAY THROUGH FRIDAY - HOLIDAYS EXCLUDED) TENANT
            AREAS NIGHTLY - UNLESS NOTED.

            1.    Empty and clean all waste receptacles nightly and remove waste
                  paper and waste materials, including folded paper boxes and
                  cartons, to designated area Replace liners as needed Check and
                  wash waste baskets if soiled. Abnormal waste removal (e.g.
                  computer installation paper, bulk packaging, wood or cardboard
                  crates, refuse from cafeteria operation, etc. ) shall be
                  Tenant's responsibility.

            2.    Weekly hand dust with treated cloth and wipe clean or feather
                  dust[er] all accessible areas on furniture, desks, files,
                  telephones, fixtures and window sills.

            3.    Clean all glass table tops and tenant entrance glass. Spot
                  clean glass partitions.

            4.    Spot clean all walls, door frames and light switches.

            5.    Wipe clean and polish all bright metal work as needed within
                  arm's reach.

            6.    All stone, ceramic, tile, marble, terrazzo and other unwaxed
                  flooring to be swept, using approved dust-down preparation.

            7.    All wood, linoleum, rubber asphalt, vinyl and other similar
                  type of floors to be swept, using approved dust-down
                  preparation and mopped or cleaned with dry system cleaner
                  nightly.

            8.    Reception areas, halls, high traffic areas to be vacuumed
                  nightly.

            9.    Offices and cubicles to be spot vacuumed nightly. Complete
                  vacuum weekly.

            10.   Spot clean carpet stains.

                                       17


            11.   Wash and clean all water fountains and coolers nightly. Sinks
                  and floors adjacent to sinks to be washed nightly.

            12.   Dust blinds as needed.

            13.   Vinyl tile floors to be dry mopped nightly, spot washed with
                  clean water as needed and spray buffed every two weeks.

      E.    SHOWERS.

            1.    Wash shower walls and floors nightly, using proper non-scented
                  disinfectants.

            2.    Clean and disinfect shower curtains weekly.

            3.    Scrub showers with bleach weekly.

            4.    Wash tile walls with proper grout cleaning compound as needed.

            5.    Add water to floor drains weekly, disinfect monthly.

            6.    Turn off lights.

II.   HEATING, VENTILATING AND AIR CONDITIONING.

      1.    Heating, ventilation and air conditioning as required to provide
            reasonably comfortable temperatures for normal business day
            occupancy (except holidays), Monday through Friday, from 8:00 AM to
            6:00 PM, and Saturday from 8:00 AM to 1:00 PM, if so requested by
            Tenant, by providing at least 24 hours notice HVAC services beyond
            the aforesaid hours of operation can be made available to Tenant, if
            so requested by Tenant, by providing at least 24 hours prior written
            notice and at a cost of $25.00 per hour per unit.

      2.    Maintenance on any additional or special air conditioning equipment,
            and the associated operating cost thereof, will be at Tenant's
            expense.

III.  WATER.

      Hot water for lavatory purposes and cold water for drinking, lavatory and
      toilet purposes.

                                       18



IV.   ELEVATORS.

      Elevators for the use of all tenants and the general public for access to
      and from all floors of the Building, programming of elevators (including,
      but not limited to, service elevators), shall be as Landlord from time to
      time determines best for the Building as a whole.

V.    SECURITY/ACCESS.

      Twenty-four (24) hour entry to the Building is available to Tenant and
      Tenant's employees, after normal Building hours of operation. Tenant shall
      have unresticted access to its Premises at all times, and not just during
      normal building hours and operation. All security within the Premises
      shall be the responsibility of the Tenant.

VI.   BUILDING HOURS.

      Normal building hours of operation are Monday through Friday from 8:00 AM
      to 6:00 PM. The Building operates on Saturday from 8:00 AM to 1:00 PM,
      with access to the Building subject to the provisions as outlined in Item
      V contained herein. Except for the heating, ventilating and air
      conditioning system, which operates in accordance with the schedule as
      described in Item II contained herein, all Building systems, including but
      not limited to electrical, mechanical, elevator, fire safety and
      sprinkler, and water, operates 24 hours per day, 7 days per week, subject
      to repairs, failures and interrupted service beyond Landlord's control.

VII.  CAFETERIA, VENDING AND PLUMBING INSTALLATIONS.

      1.    Any space to be used primarily for lunchroom or cafeteria operation
            shall be Tenant's responsibility to keep clean and sanitary.
            Cafeteria, vending machines or refreshment service installations by
            Tenant must be approved by Landlord in writing. All maintenance,
            repairs and additional cleaning necessitated by such installations
            shall be at Tenant's expense.

      2.    Tenant is responsible for the maintenance and repair of plumbing
            fixtures and related equipment installed in the Premises for its
            exclusive use (such as in coffee room, cafeteria or employee
            exercise area).

VIII. SIGNAGE.

      Tenant shall be entitled to such signage currently in place as of the date
      hereof.

                                               19



IX.   ELECTRICITY.

      Tenant shall pay for all electricity consumed in the Premises. Landlord
      shall invoice Tenant for the cost of Tenant's electricity on a monthly
      basis based on the sub-meter readings measuring Tenant's actual electrical
      consumption. Tenant shall reimburse Landlord for such consumption within
      thirty (30) days upon receipt of Landlord's invoice therefor.

      Tenant's use of electrical service in the Premises shall not at any time
      exceed the capacity of any of the electrical conductors or other equipment
      in or otherwise serving the Premises or the Building standard, as
      hereinafter provided. To ensure that such capacity is not exceeded and to
      avert possible adverse effects upon the Building's electrical system,
      Tenant shall not, without at least thirty (30) days prior written notice
      to and consent of Landlord in each instance, connect to the Building
      electric distribution system any fixtures, appliances or equipment which
      operates on a voltage in excess of 277/480 volts nominal, or make any
      alteration or addition to the electric system of the Premises. In the
      event Tenant shall use (or request that it be allowed to use) electrical
      service in excess of that deemed by Landlord to be standard for the
      Building, Landlord may refuse to provide such excess usage or refuse to
      consent to such usage or may consent upon such conditions as Landlord
      reasonably elects (including, but not limited to, the installation of
      utility service upgrades, sub-meters, air handlers or cooling units), and
      all such additional usage (except to the extent prohibited by law),
      installation and maintenance thereof shall be paid for by Tenant, as
      additional rent, upon Landlord's demand.

      It is understood that the electrical generated service to the Premises may
      be furnished by one or more generators of electrical power and that the
      cost of electricity may be billed as a single charge or divided into and
      billed in a variety of categories, such as distribution charges,
      transmission charges, generation charges, congestion charges, public good
      charges, and other similar categories, and may also include a fee,
      commission or other charge by a broker, aggregator or other intermediary
      for obtaining or arranging the supply of generated electricity. Landlord
      shall have the right to select the generator of electricity to the
      Premises and to purchase generated electricity for the Premises through a
      broker, aggregator or other intermediary and/or buyers group or other
      group and to change the generator of electricity and/or manner of
      purchasing electricity from time to time.

      If Landlord undertakes activities for the purpose of reducing Tenant's
      operating costs (such as negotiating an agreement with a utility or
      another energy generator or engaging an energy consultant or undertaking
      conservation or other energy efficient measures that may require capital
      expenditures), Tenant shall pay its proportionate share of all costs and
      expenses associated with such actions (including, but not limited to,
      brokers' commissions, legal fees and capital expenditures), as additional
      rent, if, as and when payment is made by Landlord.

                                       20



      As used herein, the term "generator of electricity" shall mean one or more
      companies (including, but not limited to, an electric utility, generator,
      independent or non-regulated company) that provides generated power to the
      Premises or to the Landlord to be provided to the Premises, as the case
      may be.

X.    OTHER UTILITIES.

      Tenant shall be responsible for the payment of all other utilities
      consumed by Tenant in the Premises, including telephone, cable, other
      communications, and gas (if applicable). Tenant shall pay for such
      consumption directly to the provider of such utilities.

                                       21



                                   EXHIBIT "J"
                              RIGHT OF FIRST OFFER

      In no event shall Landlord, during the initial Term of the Lease, decide
to lease space, agree to lease or offer to lease space that becomes available in
the Building, unless Landlord first affords Tenant an opportunity to lease such
area in accordance with the provisions of this Exhibit "J" and only after
written notice to Tenant. Upon receipt of such notice from Landlord, and
provided further that there does not then exist an uncured, continuing Event of
Default under this Lease, then Tenant shall have the one-time right to lease any
such space, on an "as is" basis, by giving notice to Landlord to such effect
within sixty (60) days after Tenant's receipt of Landlord's notice of such
availability. If such notice is not so timely given by Tenant, then Landlord
shall be free to lease the subject space on whatever terms and conditions as
Landlord desires at any time after the expiration of said sixty (60) day period.
The non-exercise by Tenant of its rights under this Exhibit "J" as to any one
offer, shall be deemed to waive Tenant's rights of first offer as to any offers
or space availability within the Building, as the parties acknowledge and agree
that this is a one-time right of first offer only.

      In the event that Tenant exercises its right of first offer to lease such
rentable space in the Building when it becomes available, then Landlord and
Tenant hereby agree that they shall enter into a mutually acceptable amendment
to this Lease, specifying that such rentable area is a part of the Premises
under this Lease and demising said premises to Tenant pursuant to the same terms
and conditions contained in this Lease, with the exception that as part of such
amendment, and as a condition of Tenant's right to exercise its right of first
offer for any such space Tenant shall agree to and such amendment shall reflect
(i) that the Rent for such space shall be as set forth in Section 1.1 of this
Lease, as amended by this Amendment, specifically excluding the $ 18.50 per
square foot Fixed Rent from the Expansion Date to September 30, 2007 (the
Expansion Space as defined in this Amendment) including the current tax and
operating base of $7.37 per square foot included within said Rent, and (ii) that
Tenant's right to lease such new rentable space shall be for the then remaining
Term under the Lease. Such amendment shall also contain other appropriate terms
and provisions relating to the addition of such rentable space to this Lease,
and as mutually agreed upon by the parties, and shall be signed by Tenant within
thirty (30) days of receipt of the proposed amendment from the Landlord in the
form as hereinabove required.

      Notwithstanding anything to the contrary in this Exhibit "J", if Tenant
notifies Landlord of its election to lease such available rentable space in the
Building which was the subject of Landlord's notice and then fails to execute
and deliver the required amendment to this Lease once the same has been mutually
agreed upon by Landlord and Tenant in accordance with this Exhibit "J", then (i)
Tenant shall be deemed to have waived its rights under this Exhibit "J", (ii)
Landlord shall have the unrestricted right to lease such space to any third
party upon any terms as it desires, and (iii) Tenant's right of first offer
hereunder shall automatically terminate and be of no further and effect. The
recording by the Landlord of an affidavit to such effect shall be conclusive
evidence of the termination or waiver of Tenant's right of first offer option
hereunder. Otherwise, if the Landlord and Tenant, each acting reasonably and in
good faith, fail to agree on a mutually agreeable form of amendment to this
Lease within said thirty (30) day period upon

                                       22



receipt of Landlord's proposed form of amendment, unless such date is extended
by mutual agreement of both parties hereto, then such failure shall be treated
as a non-exercise by Tenant of its right of first offer in accordance with the
first paragraph of this Exhibit "J".

                                       23

                                                                   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) 1,500,000 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 10.19

       WHENEVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS
      ARE DENOTED BY AN ASTERISK*), SUCH CONFIDENTIAL INFORMATION HAS BEEN
         SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

                                TABLE OF CONTENTS


    
1.0    Definitions
2.0    Order fulfillment and forecasting
3.0    Term and termination
4.0    Pricing
5.0    Payments and acceptance
6.0    Warranties
7.0    Delivery
8.0    Intellectual Property
9.0    Indemnification
10.0   Limitation of liability
11.0   Supplier and supplier personnel
12.0   Insurance
13.0   General
14.0   Confidential Information


*    Confidential Treatment Requested.



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

This Agreement is dated as of July 27, 2004 ("EFFECTIVE DATE"), between iRobot
Corporation, a Delaware corporation with a principal place of business at 63
South Avenue, Burlington, MA 01803 ("BUYER", "CUSTOMER" OR "IROBOT") and The Gem
City Engineering Co. ("SUPPLIER", "SUPPLIER" OR "GCE"), a Ohio corporation with
a principal place of business at 401 Leo St., Dayton, OH, 45404 establishes the
basis for a procurement relationship under which Supplier will provide Buyer the
Products and Services in Statements of Work and/or Purchase Orders issued under
this Agreement.

1.0  DEFINITIONS

     a)   AGREEMENT: this Agreement and any relevant Statements of Work ("SOW"),
          Purchase Order ("PO"), and other attachments or appendices
          specifically referenced in this Agreement.

     b)   BUYER: iRobot Corporation.

     c)   BUYER PERSONNEL: agents, employees, or contractors engaged by Buyer.

     d)   CONFIGURATION: means specific arrangement of sub-assemblies as defined
          in the SOW as it pertains to Deliverables.

     e)   DELIVERABLES: items that Supplier prepares for or provides to Buyer as
          described in a SOW.

     f)   DEVELOPED WORKS: Deliverables including their Externals, developed in
          the performance of this Agreement that the parties agree that Buyer
          will own, and does not include Preexisting Materials, Tools, or items
          specifically excluded in a SOW.

     g)   ECO: Engineering Change Order -- a method of submitting and
          controlling engineering changes to the configuration of
          products, while in production.

     h)   EXTERNALS: any pictorial, graphic, or audiovisual works generated by
          execution of code and any programming interfaces, languages or
          protocols implemented in code to enable interaction with other
          computer programs or end users. Externals do no include the code that
          implements them.

     i)   FORECAST: means the quantity and configuration of Products or Services
          that Buyer plans to purchase during a specific time.

     j)   INVENTORY: all work in process for items subject to a valid Purchase
          Order including all items of Standard Inventory and Long Lead Time
          Inventory.

     k)   LONG LEAD TIME INVENTORY: items of inventory that need to be ordered
          more than sixty (60) days in advance to assure timely delivery.

     l)   PREEXISTING MATERIALS: items including their Externals, contained
          within a Deliverable, in which the copyrights are owned by a third
          party or that Supplier prepared or had prepared outside the scope of
          the Agreement. Preexisting Materials exclude Tools, but may include
          material that is created by the use of Tools.

     m)   PRICES: the agreed upon payment and currency for Deliverables and
          Services, including all applicable fees, payments and taxes, as
          specified in the relevant SOW.

     n)   PURCHASE ORDER ("PO"): Customer may order Products by issuing purchase
          orders to Supplier. Such purchase orders are subject to Suppliers
          acceptance. Purchase orders may be delivered to Supplier by any
          reasonable means, including but not limited to postal delivery,
          courier delivery, facsimile transmission, and electronic mail.

*    Confidential Treatment Requested.


2



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

     o)   SCHEDULE: Buyers written delivery requirements as defined in the
          Forecast, POs and SOW.

     p)   SERVICES: contract manufacturing, warranty and/or spare parts services
          that Supplier provides the Buyer pursuant to the Purchase Order.

     q)   STANDARD INVENTORY: inventory identified in the PO.

     r)   STATEMENT OF WORK OR "SOW": any document attached to or included in
          this Agreement by the mutual agreement of Buyer and Supplier, which
          describes the Deliverables and Services, including any requirements,
          specifications, or schedules.

     s)   SUPPLIER: The Gem City Engineering Co. (GCE)

     t)   SUPPLIER PERSONNEL: means agents, employees or subcontractors engaged
          by Supplier.

     u)   TMI: Temporary Manufacturing Instruction. Formal instructions to
          deviate from released documentation. Supplied by Buyer.

2.0  ORDER FULFILLMENT AND FORECASTING

2.1  STATEMENT OF WORK

Supplier will provide the Deliverables and Services as specified in the SOW and
Purchase Order. Buyer may request changes to a SOW and Supplier will submit to
Buyer the impact of such changes, if any, on both price and schedule, pursuant
to Section 2.3. Changes accepted by Buyer will be specified in an amended SOW,
ECO or TMI accepted by both parties.

2.2  INSPECTION AND QUALITY CONTROLS

     (a)  The Deliverables will be manufactured by the Supplier with services
          performed with the best workmanship practices in accordance with IPC-A
          610 requirements for qualified, careful, trained and efficient
          workers, and in conformity with the best standard manufacturing
          practices.

     (b)  Buyer has the right to dispatch at its own expense, a Quality Control
          Engineer to assist the Supplier's Quality Control Engineers for
          purposes of inspection and supervision of the product being delivered
          by the Supplier. The Supplier will allow the Buyer unrestricted access
          to portions of Supplier's plant and facilities in accordance with
          Supplier visitation guidelines where the Deliverables are
          manufactured, and shall have the right to exercise quality control
          with respect to the material and workmanship of the Deliverables. In
          addition, Buyer shall have the right, during the term of this
          Agreement, to send its engineers at its own cost and expense to
          inspect the plant and facilities of the Supplier and to make
          recommendations to the Supplier regarding Quality Control
          issues/finding of there process and procedures. Any finding or issues
          will be documented on the Suppliers Corrective Action Form and
          disposition through the CAR process. Any recommendations will not be
          unreasonably rejected by the Supplier without the Buyers concurrence.

     (c)  Accurate Quality Control documentation, including all test
          data/reports will be issued

*    Confidential Treatment Requested.


3



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

          by the Supplier in accordance with this agreement. Reports in the form
          agreed to by the parties will be sent to Buyer concurrent with each
          shipment of Deliverables by the Supplier.

2.3  ENGINEERING CHANGE PROCESS

Engineering Change Order (ECO) can be initiated and prepared by the Supplier and
Buyer. Once an ECO request is received from the Buyer, Supplier must submit to
Buyer within five (5) business days all cost and delivery impacts associated
with the proposed ECO change. Prior to implementation of the proposed change by
the Supplier, NO changes of any type are allowed without Buyers written
authorization in the form of an ECO or Temporary Manufacturing Instruction (TMI)
Written authorization may be transmitted as a facsimile or electronically. The
Supplier may only accept authorization from the Buyers Purchasing Dept.

All effected changes (documentation, Purchase Orders) by the Supplier must be
changed/approved and implemented prior to shipment.

2.4  FORECAST

Buyer will supply a rolling twelve-month forecast, and issue a PO covering the
first ninety (90) days of the forecast. The PO will have the flexibility as
described in TABLE (1). The rolling Forecast will be updated at least once per
month. Forecast reductions will be negotiated with Supplier if orders have been
placed based on a previous forecast.

                                    Table (1)



   Forecast                       Suppliers Movement (Pushout)
   --------                       ----------------------------
             
0 to 30 days    No change in schedule or configuration
31 to 60 days   *% of forecasted units can change in schedule only
61 to 90 days   *% of forecasted units can change in schedule and configuration


*    When changing a configuration from "Scout" to an "EOD" leadtimes will be
     based upon current inventory levels availability of long lead items.

Buyer may make Configuration and Schedule changes as defined in Table (1) with a
maximum pushout of 30 days, all relevant charges to rescheduling and
reconfiguring will revert to termination charges described in Section 3.3.

Supplier agrees to support Forecast and demand increases, at a minimum, to the
following levels: *% increase over the baseline Forecast with twelve (12) weeks
notice from Buyer; *% increase over the baseline Forecast with sixteen (16)
weeks notice from Buyer. Increase of demand above the *% level is to be
negotiated on an as needed basis. Prices set forth on SOW are based upon
Forecast. To the extent the Forecast is accelerated, the prices may be subject
to adjustment as outlined in Section 4.

All Forecasts and revisions thereto will be transmitted by Buyer.

*    Confidential Treatment Requested.


4



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

Buyer may, at its option, require Supplier to "ship in place," Product scheduled
for delivery within one (1) weeks, and shall pay Supplier per the standard
payment terms of this Agreement, as if Product had been delivered. Any products
shipped in place, Buyer will assume risk of ownership.

3.   TERM AND TERMINATION

3.1  TERM

All SOW's and PO's with respect to Deliverables and Services acquired by Buyer
on or after the Effective Date will be covered by this Agreement. This Agreement
will remain in effect for two (2) calendar years. This Agreement may be renewed
by a written amendment consented to by Supplier and Buyer, which written
amendment shall specify the renewal period and the terms and conditions to be
applicable during the renewal period.

3.2  TERMINATION OF THIS AGREEMENT

     Either party may terminate this Agreement, without any cancellation charge,
for (i) a material breach of this Agreement by the other party if such breach is
not cured within thirty (30) days of receipt of written notice of such material
breach or, (ii) if the other party becomes insolvent or files or has filed
against it a petition in bankruptcy, to the extent permitted by law. Such
termination will be effective at the end of a thirty (30) day written notice
period if the petition in bankruptcy remains uncured or if Supplier has not
provided an action plan acceptable to the Buyer.

3.3  TERMINATION OF A SOW OR PO

     Buyer may terminate a SOW or a PO with cause effective immediately or
without cause with ninety (90) days written notice. Upon termination, in
accordance with Buyer's written direction, Supplier will immediately: (i) cease
work; (ii) prepare and submit to Buyer an itemization of all completed and
partially completed Deliverables and Services; (iii) deliver to Buyer,
deliverables satisfactorily completed up to the date of termination at the
agreed upon Prices in the relevant SOW; and (iv) deliver upon request any work
in process. In the event Buyer terminates, Buyer will compensate Supplier for
the actual and reasonable expenses incurred by Supplier for work in process up
to and including the date of termination, including the value of all unused
Standard Inventory and Long Lead Time Inventory.

4.0  PRICING

     4.1  INITIAL PRICING. Prices for the Deliverables shall be as set forth in
          EXHIBIT A and are priced based on the date of delivery pursuant to
          Section 7. The prices for the Spares will be consistent with prices in
          the costed BOM for the system; provided the spares are forecast and
          ordered in conjunction with systems, Spares lists including prices for
          spares ordered with system or separately are set forth in EXHIBIT C
          and EXHIBIT D. Any discrepancy between the forecasted quantity and the
          actual purchase quantity may

*    Confidential Treatment Requested.


5



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

          constitute a price change. The Supplier in good faith will make all
          attempts to minimize Buyers exposure. Additional pricing for
          Deliverables described in any SOW or PO will be based on Buyers annual
          Forecast. Prices quoted by the Supplier include testing as defined by
          Buyer. All prices are in U.S. dollars and all invoices and payments
          shall be calculated and paid in U.S. dollars.

     4.2  PRICING. Beginning for orders to be delivered on or after January 2,
          2005, the Buyer and Supplier will review prices every three (3)
          months. Any approved change to prices shall be in writing and added to
          EXHIBIT A.

     4.3  NON-CANCELABLE/NON-RETURNABLE ITEMS. Buyer and Supplier will agree
          upon a list of Non-Cancelable/Non-Returnable items listed in EXHIBIT
          B, each with a corresponding minimum purchase quantity. Exhibit B will
          be reviewed and revised on an as needed basis. On January 15th of each
          year, Price will be consistent with the cost in the system's costed
          BOM. Supplier may request in writing that Buyer address any
          Non-Cancelable/Non-Returnable items. Within thirty (30) days after
          receipt of notification, Buyer shall in good faith notify GCE when it
          will prepare for disposition of the Deliverable(s) by negotiating
          carrying costs with Supplier and making payment to Supplier. Supplier
          shall provide evidence in written form and supporting documentation
          and substance reasonably satisfactory to Buyer.

     4.4  LONG LEAD ITEMS. To meet required lead times as defined in Buyers
          forecast Supplier may be required to procure long lead items for
          Standard Material.-. To minimize potential Buyer's exposure Supplier
          should provide the required list for review and agreement between
          Buyer and Supplier prior to Supplier procuring long lead items.

     4.5  COST SAVINGS. Both Buyer and Supplier are committed to reducing the
          costs of manufacturing the Deliverables, and thereby reducing the
          prices for the Deliverables. These cost savings shall be pursued by
          the parties individually and collectively and shall be handled as
          follows:

          4.5.1 BUYER IDENTIFIED NON-ECO CHANGES. If Buyer identifies cost
               savings that do not require an ECO, the Supplier will lower the
               price on EXHIBIT A an equivalent amount for all purchases for
               which the change is implemented.

          4.5.2 BUYER INITIATED ECO CHANGES. If Buyer identifies an ECO that it
               believes should reduce the cost to manufacture a Deliverables, it
               shall provide to Supplier information pursuant to Section 2.3.
               The Supplier will then submit to Buyer within * (*) business days
               all cost and delivery impacts associated with the described
               change. Buyer will then, in its sole discretion, provide written
               authorization to proceed with the change. If Buyer authorizes the
               change, Supplier will lower the price on EXHIBIT A an equivalent
               amount for all purchases for which the change is implemented.

*    Confidential Treatment Requested.


6



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

          4.5.3 SUPPLIER IDENTIFIED NON-ECO CHANGES. If the Supplier identifies
               cost savings that do not require an ECO, the price on Exhibit A
               will be adjusted accordingly.

          4.5.4 Supplier and Buyer jointly identify design or manufacturing
               changes, the Buyer and/or Supplier shall provide to Supplier
               information pursuant to Section 2.3 necessary to evaluate the
               change. The Supplier will then submit to Buyer within * (*)
               business days all cost and delivery impacts associated with the
               described change. Buyer will then, in its sole discretion,
               provide written authorization to proceed with the change. If
               Buyer authorizes the change, the Supplier will lower the price on
               EXHIBIT A an amount for all purchases for which the change is
               implemented as follows:



   Month of Delivery     Reduction in Price in Exhibit A
   -----------------     -------------------------------
                      
July-August 2004         *% of identified cost saving
Sept.-Nov. 2004          *% of identified cost saving
Dec. 2004 - March 2005   *% of identified cost saving


               The above reductions in Price will apply for the 3 months worth
               of production following implementation of the cost savings. After
               3 months, 100% of the cost savings will be applied to the Prices
               in Exhibit A.

          4.5.5 COST SAVINGS AND MATERIAL MARKUP. Supplier charges a * percent
               (*%) mark-up on material purchases. This markup percentage
               including markup on Supplier non-value added subassemblies (e.g.
               batteries, PCC) will be reviewed and may be adjusted based on
               agreement between Buyer and Seller on January 15 and July 15 of
               each year. Where Buyer consigns a component or subsystem Supplier
               shall reduce its mark-up to Buyer to *%.

          4.5.6 LABOR RATE REVIEW. Labor rates will be reviewed and adjusted
               accordingly on April 1 and October 1 of each year.

     4.6  ADDITIONAL COST ADDERS. Buyer will approve in writing the expenditure
          of any additional cost adders.

          4.6.1 OVERTIME LABOR CHARGES. Overtime labor charges may only be
               charged to Buyer where Buyer, in writing, authorizes the use of
               overtime labor to accelerate the delivery of Deliverables.
               Overtime labor charges are defined as those hours spent per
               employee in excess of 8 hours per day (but not including Sundays
               or holidays) and may be billed at 1.5 times the current rate.
               Sunday and holiday hours will be billed at 2 times current rate.

*    Confidential Treatment Requested.


7



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

          4.6.2 TRIP CHARGES. Charges for any travel must be pre-approved in
               writing by Buyer. Under no circumstance shall meal per diems
               exceed $50 per day per person.

     4.7  MONTHLY REPORTING. On the first Monday of each calendar month,
          Supplier shall provide an accurate and complete costed bill of
          materials (BOM) including all applicable markup and labor rates, and
          labor times for each subassembly.: Frequency of reporting will be
          reviewed on a quarterly basis.

5.   PAYMENTS AND ACCEPTANCE

Terms for payment will be specified in the relevant SOW or PO. Payment of
invoices will not be deemed acceptance of Deliverables or Services, but rather
such Deliverables or Services will be subject to inspection, test, and rejection
in accordance with the acceptance or completion criteria as specified in the
relevant SOW, product and process documentation. Buyer may, at its option,
either reject Deliverables or Services that do not comply with the acceptance or
completion criteria, or require Supplier, upon Buyer's written instruction, to
repair or replace such Deliverables or re-perform such Service, without charge
and in a timely manner.

     -    Terms for payment will be * days from receipt of invoice through
          September 2004.

     -    Terms for payment will be * days from receipt of invoice from October
          2004 through December 2004.

     -    Terms for payment will be * days from receipt of invoice will be
          considered starting January 1, 2005

     -    In the case of time and material engineering efforts, invoices will be
          submitted every two weeks and payment will be *.

6.   WARRANTIES

6.1. ONGOING WARRANTIES

Supplier warrants to Buyer that, for a period of twelve (12) months from
delivery, each Deliverable will conform in all material respects to Buyer's
written specifications for the item and will be free from defects in materials
and workmanship. Supplier's obligation under this warranty is limited to, at
Supplier's option, repairing or replacing, at Supplier's option, at Supplier's
facility or at the then current location of the Deliverable, any Deliverable or
parts thereof that Supplier determines not to conform to this warranty. Buyer
shall promptly notify Supplier in writing of any alleged defects in the
Deliverables and specifically describe the problem. Supplier will pay the costs
of transporting repaired or replaced Deliverables back to Buyer or Buyer's
customer and will reimburse Buyer for costs of transporting items to Supplier.

*    Confidential Treatment Requested.


8



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

Supplier makes the following ongoing representations and warranties: (i) it has
the right to enter into this Agreement and its performance of the Agreement will
not violate the terms of any contract, obligation, law, regulation or ordinance
to which it is or becomes subject; (ii) no claim, lien, or action exists or is
threatened against Supplier that would interfere with Buyer's rights under this
Agreement; (iii) workmanship for a period of one year from the date of
acceptance and will conform to the warranties, specifications and requirements
in this Agreement for the time period from the date of final acceptance as
specified in the relevant SOW; and (iv) Services will be performed using
reasonable care and skill and in accordance with the relevant SOW.

7.   DELIVERY

7.1. DELIVERY LOGISTICS

Delivery will be FOB: Dayton, Ohio

7.2. ON-TIME DELIVERY

Deliverables and Services will be delivered as specified in the relevant SOW.
Starting January 1, 2005, if Supplier cannot comply with a delivery commitment,
Supplier will promptly notify Buyer of a revised delivery date. By no fault of
Supplier, late deliveries of any Deliverables except for unforecasted
Deliverables and Spare Parts (as measured by adherence to the Ship Date on the
most recent Release or contractual committed lead-time) will result in, at
Buyer's option, a price reduction (or debit to Supplier's account) on such late
Deliverables of * percent (*%) after two (2) calendar days late, with an
addition * percent (*%) after ten (10) calendar days late, with a cap of *
percent (*%) of the value of the late deliverable.

8    INTELLECTUAL PROPERTY

8.1  USE OF TRADEMARKS

Use of Buyer's trademark or trademarks and model names by which the Deliverables
shall be known shall be limited for use by Supplier on units of the Deliverables
as will be manufactured and sold to Buyer, and the Supplier agrees that it shall
not use any such trademarks or model names on any other products of Supplier or
on any publicly available information, including but not limited to press
releases, without the prior written consent of Buyer. The provisions herein
shall not be construed as the grant of a license on such trademarks or model
names to Supplier, and Buyer shall be and remain the sole owner of such
trademarks and/or model names, whether registered or unregistered.

9.   INDEMNIFICATION

*    Confidential Treatment Requested.


9



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

9.1. GENERAL INDEMNIFICATION

Supplier will defend, hold harmless and indemnify, including attorney's fees,
Buyer and Buyer Personnel against claims that arise or are alleged to arise as a
result of negligent or intentional acts or omissions of Supplier or Supplier
Personnel or breach by Supplier of any term of this Agreement. Buyer will
defend, hold harmless, and indemnify, including Attorney's fees, Supplier and
Supplier's Personnel against claims that arise or are alleged to arise as a
result of negligence or intentional acts or omissions of Buyer or Buyer
personnel or breach by Buyer of any term of this Agreement.

9.2. INTELLECTUAL PROPERTY INDEMNIFICATION

Supplier will defend, or at Buyer's option cooperate in the defense of, hold
harmless and indemnify, including attorney's fees, Buyer and Buyer Personnel
from claims that Supplier's Deliverables or Services infringe the intellectual
property rights of a third party, including the use of such Deliverables or
Services as instructed by Supplier. If such a claim is or is likely to be made,
Supplier will, at its own expense, exercise the first of the following remedies
that is practicable: (i) obtain for Buyer the right to continue to use and sell
the Deliverables and Services consistent with this Agreement; (ii) modify, or
have Buyer, modify the Deliverables or Services so they are non-infringing and
in compliance with this Agreement.

9.3. EXCEPTIONS TO INDEMNIFICATION

Supplier will have no obligation to indemnify Buyer or Buyer Personnel for
claims that Supplier's Deliverables or Services infringe the intellectual
property rights of a third party to the extent such claims arise as a result of:
(i) Buyer's combination of Deliverables or Services with other products or
services not foreseeable by Supplier; (ii) Supplier's implementation of a design
originated solely by Buyer; or (iii) Buyer's modification of the Deliverables
except for intended modifications required for use of the Deliverables. Buyer
will defend, hold harmless and indemnify, including attorneys fees, Supplier and
Supplier Personnel from all claims of third party's arising under the claims
described above in this Section 9.3.

10.  LIMITATION OF LIABILITY

Except for liability under Section 9 (entitled Indemnification), in no event
will either party be liable to the other for any lost revenues, incidental
indirect, consequential, special or punitive damages. In no event will either
party be liable for the respective actions or omissions of its Affiliates under
this Agreement.

11.  SUPPLIER AND SUPPLIER PERSONNEL

Supplier is an independent contractor and this Agreement does not create an
agency relationship between Buyer and Supplier or Buyer and Buyer Personnel.
Buyer assumes no liability or

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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

responsibility for Supplier Personnel. Supplier will: (i) ensure it and Supplier
Personnel are in compliance with all laws, regulations, ordinances, and
licensing requirements; (ii) be responsible for the supervision, control,
compensation, withholdings, health and safety of Supplier Personnel; (iii)
ensure Supplier Personnel performing Services on Buyer's premises comply with
Buyer's On Premises Guidelines; and (iv) inform Buyer if a former employee of
Buyer will be assigned work under this Agreement, such assignment subject to
Buyer approval.

12.  INSURANCE

Supplier will maintain at its expense: (i) comprehensive general or public
liability insurance with a minimum limit per occurrence or accident of
$1,000,000; (ii) workers' compensation or employer's liability as required by
local law, such policies waiving any subrogation rights against Buyer; and (iii)
automobile liability insurance as required by local statute but not less than
$1,000,000 if a vehicle will be used in the performance of this Agreement.
Insurance required under this Subsection will name Buyer as an additional
insured with respect to Buyer's insurable interest, will be primary or
non-contributory regarding insured damages or expenses, and will be purchased
from insurers of sound internationally recognized financial standing.

13.  GENERAL

13.1. AMENDMENT

This Agreement may only be amended by a writing specifically referencing this
Agreement which has been signed by authorized officers of the parties.

13.2. ASSIGNMENT

Neither party will assign their rights or delegate or subcontract their duties
under this Agreement to third parties or affiliates without the prior written
consent of the other party, such consent not to be withheld unreasonably, except
that either party may assign this Agreement in conjunction with the sale of a
substantial part of its business utilizing or performing this Agreement. Any
unauthorized assignment of this Agreement is void.

13.3. CHOICE OF LAW AND FORUM; WAIVER OF JURY TRIAL; LIMITATION OF ACTION

This Agreement and the performance of transactions under this Agreement will be
governed by the laws of the Commonwealth of Massachusetts. Subject to the
Dispute Resolution portion of this Agreement, the parties expressly waive any
right to a jury trial regarding disputes related to this Agreement. Unless
otherwise provided by applicable law without the possibility of contractual
waiver or limitation, any legal or other action related to this Agreement must
be commenced no later than two (2) years from the date on which the cause of
action arose.

13.4. COMMUNICATIONS

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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

All communications between the parties regarding this Agreement will be
conducted through the parties' representatives as specified in the relevant SOW.

Any notice or report required or permitted to be given or made under this
Agreement by one of the parties hereto to the other shall be in writing,
electronic, delivered personally or by facsimile (and promptly confirmed by
personal delivery or courier) or courier, postage prepaid, addressed to such
other party at its address indicated below, or to such other address as the
addressee shall have last furnished in writing to the addressor and shall be
effective upon receipt by the addressee.

FOR IROBOT:                                         FOR GCE:
Mr. Robert "Knob" Moses                             Mr. David D. Harry
iRobot Corporation                                  The Gem City Engineering Co.
63 South Avenue                                     401 Leo St.
Burlington, MA 01803                                Dayton, Ohio 45404

                                                    WITH A COPY TO:

iRobot Corporation                                  Mr. Timothy E. O'Meara
63 South Avenue                                     The Gem City Engineering Co.
Burlington, MA 01803                                401 Leo St.
Attn: Legal Department                              Dayton, Ohio 45404

                      NOTICES FOR ECOS OR CHANGES TO A SOW:

iRobot Corporation                                  Mr. David Meyer
63 South Avenue                                     The Gem City Engineering Co.
Burlington, MA 01803                                401 Leo St.
Attn: G&I, Director of Manufacturing                Dayton, Ohio 45404

13.5. EXCHANGE OF INFORMATION

Unless required otherwise by law, all information exchanged by the parties will
be considered non-confidential. If the parties require the exchange of
confidential information, such exchange will be made under a confidentiality
agreement. The parties will not publicize the terms or conditions of this
Agreement in any advertising, marketing, or promotional materials, except as may
be required by law, provided the party publicizing obtains any confidentiality
available. Supplier will use information regarding this Agreement only in the
performance of this Agreement. For any business personal information relating to
Supplier Personnel that Supplier provides to Buyer, Supplier has obtained the
agreement of the Supplier Personnel to release the information to Buyer and to
allow Buyer to use such information in connection with this Agreement.

13.6. FORCE MAJEURE

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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

Neither party will be in default or liable for any delay or failure to comply
with this Agreement due to any act beyond the control of the affected party,
excluding labor disputes, provided such party immediately notifies the other.

13.7. PRIOR COMMUNICATIONS AND ORDER OF PRECEDENCE

This Agreement replaces any prior oral or written agreements or other
communication between the parties with respect to the subject matter of this
Agreement, excluding any confidential disclosure agreements. In the event of any
conflict in these documents, the order of precedence will be: (i) the quantity,
payment and delivery terms of the relevant PO; (ii) the relevant SOW; (iii) this
agreement; and (iv) the remaining terms of the relevant PO.

13.8. RECORD KEEPING AND AUDIT RIGHTS

Supplier will maintain (and provide to Buyer upon request) relevant accounting
records to support invoices under this Agreement and proof of required permits
and professional licenses, for a period of time as required by local law, but
not for less than three (3) years following the completion or termination of the
relevant SOW. All accounting records will be maintained in accordance with
generally accepted accounting principles.

13.9. SURVIVAL

The provisions set forth in the following Sections and Subsections of this
Agreement will survive after termination of this Agreement and will remain in
effect until fulfilled: "Ongoing Warranties", "Warranty Remedies", "Intellectual
Property", "Indemnification", "Limitation of Liability", "Record Keeping and
Audit Rights", "Choice of Law and Forum; Waiver of Jury Trial; Limitation of
Action", "Exchange of Information", and "Prior Communications and Order of
Precedence".

13.10. WAIVER

An effective waiver under this Agreement must be in writing signed by the party
waiving its right. A waiver by either party of any instance of the other party's
noncompliance with any obligation or responsibility under this Agreement will
not be deemed a waiver of subsequent instances.

13.12 DISPUTE RESOLUTION

Supplier and Buyer mutually agree to the settlement by arbitration of all claims
or controversies each party may have against the other relating in any manner
whatsoever to this Agreement or its terms. Except for the right to obtain
provisional remedies or interim relief, which right is preserved without any
waiver of the right to arbitration, arbitration under this Agreement shall be
the exclusive remedy for all such arbitrable claims. Supplier and Buyer also
agree that arbitration

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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

shall be held in Boston, Massachusetts, and shall be in accordance with the
Commercial Arbitration Rules of the American Arbitration Association ("AAA"),
and judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The arbitrator(s) shall have the authority to
award or grant both legal, equitable and declaratory relief. Such arbitration
shall be final and binding on the parties. Supplier and Buyer agree that in the
event that any action, either civil or arbitral is brought to enforce this
Agreement by either Supplier or Buyer, the prevailing party shall be entitled to
an award of all attorneys' fees and legal costs, in addition to other relief.
Notwithstanding the use of AAA, discovery will be conducted under the federal
rules of evidence.

13.13 COMPLIANCE WITH LAWS

The Supplier and Supplier Personnel shall not use or disclose any Proprietary
Information or other information furnished hereunder in any manner contrary to
the laws and regulations of the United States of America, or any agency thereof,
including but not limited to, the Export Administration Regulations of the U.S.
Department of Commerce, the International Traffic in Arms Regulation of the U.
S. Department of State, and the Industrial Security Manual for Safeguarding
Classified Information of the Department of Defense. It is understood that
certain Deliverables under this Agreement are "controlled" under the Export
Administration Regulations of the U.S. Department of Commerce, and/or the
International Traffic in Arms Regulation of the U. S. Department of State, and
therefore restrictions on employees may apply.



14



                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

ACCEPTED AND AGREED TO:                 ACCEPTED AND AGREED TO:
IROBOT CORPORATION                      THE GEM CITY ENGINEERING CO.


By: /s/ R.L. Moses         7/27/04       By /s/ Timothy E. O'Meara   7/27/04
    -------------------   -----------      -----------------------  ----------
Signature                 Date          Signature                   Date

*    Confidential Treatment Requested.


R.L. Moses                               Timothy E. O'Meara
- -------------------------------------   ----------------------------------------
Printed Name                            Printed Name

Director of Operations                   V.P. Sales & Marketing
- -------------------------------------   ----------------------------------------
Title & Organization                    Title & Organization


63 South Ave. Burlington, MA  01803       401 Leo St.  Dayton, OH  45404
- -------------------------------------   ----------------------------------------
Buyer Address                           Supplier Address


*    Confidential Treatment Requested.


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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

                                    EXHIBIT A
                                     PRICING

                              EOD PRICING SCHEDULE



               JUNE 2004  JULY 2004  AUG. 2004  SEPT. 2004  OCT. 2004  NOV. 2004  DEC. 2004  JAN. 2005  FEB. 2005  MAR. 2005
               ---------  ---------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                     
SELLING PRICE      $*         $*         $*         $*          $*         $*         $*         $*         $*         $*


                             SCOUT PRICING SCHEDULE



               JUNE 2004  JULY 2004  AUG. 2004  SEPT. 2004  OCT. 2004  NOV. 2004  DEC. 2004  JAN. 2005  FEB. 2005  MAR. 2005
               ---------  ---------  ---------  ----------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                     
SELLING PRICE      $*         $*         $*         $*          $*         $*         $*         $*         $*         $*


- -    Price for a complete Scout for April 2005 - XXX   $*

- -    Orders for Scouts must be received with EOD's orders per the forecast

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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

                                    EXHIBIT B
                 NON-CANCELABLE/NON-RETURNABLE, LONG LEAD ITEMS



     LONG LEAD ITEMS
     ---------------
PN   DESCRIPTION       MANUFACTURER   QUANTITY   UNIT COST**   EXTENDED**
- --   ---------------   ------------   --------   -----------   ----------
                                                
 *          *                *            *           *             *


**   PRICING WILL BE REVIEWED AND APPROVED ON AN ITEM BY ITEM BASIS, AND WILL BE
     CONSISTENT WITH SYSTEM'S COST IN SUPPLIER'S COSTED BOM

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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

                                    EXHIBIT C
                             EOD SPARE PARTS PRICING



        EOD SPARES KIT
        -------------------------
  PN    DESCRIPTION                 KIT QTY   UNIT COST**   KIT COST**
- -----   -------------------------   -------   -----------   ----------
                                                
  *                 *                  *           *             *
11065   TOTAL EOD SPARES KIT COST                               $*


**   PRICING TABLE WILL BE MODIFIED TO ADD COLUMNS TO REFLECT WHETHER SPARES ARE
     PURCHASED AT THE TIME OF SYSTEM'S PURCHASE OR SEPARATELY. ABOVE PRICING
     REFLECT SEPARATE SINGLE UNIT PURCHASE.

*    Confidential Treatment Requested.


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                The Gem City Engineering Co. / iRobot Corporation
                      Manufacturing and Services Agreement

                                    EXHIBIT D
                            SCOUT SPARE PARTS PRICING



          SCOUT SPARES KIT
          ---------------------------
   PN     DESCRIPTION                   KIT QTY   UNIT COST**   KIT COST**
- -------   ---------------------------   -------   -----------   ----------
                                                    
   *                   *                   *           *             *
8244-02   TOTAL SCOUT SPARES KIT COST                               $*


**   PRICING TABLE WILL BE MODIFIED TO ADD COLUMNS TO REFLECT WHETHER SPARES ARE
     PURCHASED AT THE TIME OF SYSTEM'S PURCHASE OR SEPARATELY. ABOVE PRICING
     REFLECT SEPARATE SINGLE UNIT PURCHASE.

*    Confidential Treatment Requested.


19



                   GEM CITY ENGINEERING AND IROBOT CORPORATION
                   EARLY PAYMENT DISCOUNT AND REBATE PROGRAMS

Effective Date of Programs

     -    The Early Payment Discount Program relates to all invoices associated
          with product/spares shipped between April 1 and December 31, 2005

     -    For purposes of determining achievement against the Quarterly targets,
          we are referring to shipments by GCE of all product/spares during
          iRobot's fiscal quarters which are as follows:

               -    Q2-05: April 1 through July 2, 2005

               -    Q3-05: July 3 through October 1, 2005

               -    Q4-05: October 2 through December 31, 2005

     -    For purposes of determining achievement against the Annual targets, we
          are referring to shipments by GCE of all product/spares between
          January 1 and December 31, 2005

Description of Early Payment Discount Program

     -    iRobot receives a *% discount off invoice price for payments made
          within 10 calendar days of receipt of faxed invoice - GCE Accounting
          will fax the invoice and packing slip within 24 hours of shipment.
          Original invoice will also be mailed.

     -    Payment must be received by GCE no later than the 10th calendar day
          after iRobot receipt of faxed invoice.

     -    The applicability of the *% discount for invoices that contain
          discrepancies (which oftentimes take a few days to resolve) will be
          handled on a case-by-case basis - If there is a problem with an
          invoice, iRobot will short pay only the line item in question and pay
          the balance of the invoice.

     -    Irobot will notify Gem City Engineering (Libby Young - Accounting)
          within 48 hours of receipt of invoice of any discrepancy.

     -    Libby Young at GCE will send a weekly open invoice report every
          Monday.

     -    IRobot will wire transfer payment of invoices to:

               Account Name:          The Gem City Engineering Co.
               Financial Institution: National City Bank
                                      6 North Main Street
                                      Dayton, OH 45412-2790
               Account Number:        *
               Bank Routing Number:   *
               Bank Swift Code:       *

Description of Quarterly Rebate Program

     -    iRobot receives rebates based on invoice prices for the value of all
          shipments that occur within a quarter based upon the following table.


* Confidential Treatment Requested.




 Quarterly Rebate Program
- --------------------------
 Shipment Values
- ----------------    Rebate
From       To      Percent
- ----   ---------   -------
             
 $0        $*         *%
 $*        $*         *%
 $*    And above      *%


Description of Annual Rebate Program

     -    iRobot receives rebates based on invoice prices for the value of all
          shipments that occur within the period from January 1 through December
          31, 2005 based upon the following table.



   Annual Rebate Program
- --------------------------
 Shipment Values
- ----------------    Rebate
From       To      Percent
- ----   ---------   -------
             
 $0        $*         *%
 $*        $*         *%
 $*        $*         *%
 $*        $*         *%
 $*    And above      *%


Settlement of Rebate Programs

     -    iRobot will provide GCE with a summary of shipments and the
          calculation of the associated rebate within 10 days after the end of
          its fiscal quarter/year.

     -    GCE will review and provide iRobot with either a confirmation that the
          calculation of the rebate is correct or a corrected calculation by the
          20th of the month following the quarter/year

     -    Payment of the rebate by GCE to iRobot will occur on the 30th day
          following the end of the quarter/year

David Beauregard                        PAUL HEINRICH
Print Name                              Print Name

Director, Financial Reporting           C. F. O.
Title                                   Title


/s/ David Beauregard                    /s/ PAUL HEINRICH
- -------------------------------------   ----------------------------------------
Signature                               Signature

8/11/05                                 8/12/05
Date                                    Date

* Confidential Treatment Requested.

                                                                    Exhibit 23.2



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the use in this Amendment No. 1 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 12, 2005

 

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