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 00
Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 ("BUYER", "CUSTOMER" OR "IROBOT") and The Gem
City Engineering Co. ("SUPPLIER", "SUPPLIER" OR "GCE"), a Ohio corporation with
a principal place of business at 000 Xxx Xx., Xxxxxx, XX, 00000 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.

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.

* Confidential Treatment Requested.

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.

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.

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.

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
(*%) xxxx-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 xxxx-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.

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 xxxx 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.

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

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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. Xxxxxx "Knob" Moses Xx. Xxxxx X. Xxxxx
iRobot Corporation The Gem City Engineering Co.
00 Xxxxx Xxxxxx 000 Xxx Xx.
Xxxxxxxxxx, XX 00000 Xxxxxx, Xxxx 00000

WITH A COPY TO:

iRobot Corporation Xx. Xxxxxxx X. X'Xxxxx
00 Xxxxx Xxxxxx The Gem City Engineering Co.
Xxxxxxxxxx, XX 00000 401 Xxx St.
Attn: Xxxxx Xxxxxxxxxx Xxxxxx, Xxxx 00000

NOTICES FOR ECOS OR CHANGES TO A SOW:

iRobot Corporation Mr. Xxxxx Xxxxx
00 Xxxxx Xxxxxx The Gem City Engineering Co.
Xxxxxxxxxx, XX 00000 000 Xxx Xx.
Xxxx: G&I, Director of Manufacturing Xxxxxx, Xxxx 00000

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.

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/ X.X. Xxxxx 7/27/04 By /s/ Xxxxxxx X. X'Xxxxx 7/27/04
------------------- ----------- ----------------------- ----------
Signature Date Signature Date

* Confidential Treatment Requested.

X.X. Xxxxx Xxxxxxx X. X'Xxxxx
------------------------------------- ----------------------------------------
Printed Name Printed Name

Director of Operations V.P. Sales & Marketing
------------------------------------- ----------------------------------------
Title & Organization Title & Organization

00 Xxxxx Xxx. Xxxxxxxxxx, XX 00000 000 Xxx Xx. Xxxxxx, XX 00000
------------------------------------- ----------------------------------------
Buyer Address Supplier Address

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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

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.

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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.

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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 (Xxxxx Xxxxx - Accounting)
within 48 hours of receipt of invoice of any discrepancy.

- Xxxxx Xxxxx 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
0 Xxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000-0000
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.

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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

Xxxxx Xxxxxxxxxx XXXX XXXXXXXX
Print Name Print Name

Director, Financial Reporting C. F. O.
Title Title

/s/ Xxxxx Xxxxxxxxxx /s/ XXXX XXXXXXXX
------------------------------------- ----------------------------------------
Signature Signature

8/11/05 8/12/05
Date Date

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