Exhibit 10.1

                            JDS Uniphase Corporation
                             1768 Automation Parkway
                           San Jose, California 95131

November 30, 2002

Adept Technology, Inc.
150 Rose Orchard Way
San Jose, California  95134

         Re:      Supply,  Development and License Agreement dated as of October
                  29, 2001 (the  "Agreement")  between JDS Uniphase  Corporation
                  ("JDSU") and Adept Technology, Inc. ("Adept")

         The parties  have  performed  their  respective  obligations  under the
Agreement  in  good  faith,  including,  without  limitation,  their  respective
obligations with respect to the Initial Development  Projects (as defined in the
Agreement).  However,  due  to  changing  economic  and  business  circumstances
occurring  subsequent to the date of the Agreement,  the parties have determined
that the  development  work being  performed under the Agreement is no longer in
their mutual best interests.  Consequently,  the parties now desire to terminate
the Agreement  (but no other  agreement or  understanding  between the parties),
upon the terms and conditions set forth herein. Accordingly,  the parties hereby
agree as follows:

         1. The Agreement is hereby  terminated  effective as of the date hereof
(the  "Termination  Date").  Neither party shall have any further  obligation or
liability  under the  Agreement,  except solely as provided in paragraph 2 below
and except for all licenses,  licensing  rights and other rights and obligations
that survive such  termination  pursuant to Section 16 of the Agreement,  all of
which  rights  and  obligations  shall  continue  in full  force  and  effect in
accordance  with such Section 16. Without  limiting the  foregoing,  the parties
agree and acknowledge that their respective rights and obligations under Section
IV.1.3 of the Agreement shall survive the  termination of the Agreement,  all of
which rights and obligations shall continue in full force and effect.

         2. The parties agree and acknowledge  that the remaining  reimbursement
obligation  of Adept to JDSU,  pursuant  to  paragraph  6 of  Schedule  A to the
Agreement,  as of the  Termination  Date is equal to $1,000,000 for  development
services  performed  by JDSU during the  quarter  ended June 30,  2002.  As full
payment of this sum, concurrently  herewith,  Adept shall execute and deliver to
JDSU a promissory note, in the form attached hereto as Schedule 1.

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         3. The parties  agree that Adept will use all  commercially  reasonable
efforts  to amend  Section  4(b) of the  Statement  of  Preferences  of Series A
Preferred  Stock and Series B Preferred  Stock of Adept  Technology,  Inc.  (the
"Statement of Preferences"), such that the date upon which outstanding shares of
Preferred Stock (as defined in the Statement of Preferences) shall automatically
convert  into  shares  of  Common   Stock  (as  defined  in  the   Statement  of
Preferences),  pursuant to such Section 4(b) shall be the fourth  anniversary of
the  Original  Issue Date (as  defined in the  Statement  of  Preferences)  (the
"Amendment")  and  will  use  all  commercially   reasonable   efforts  to  seek
shareholder  approval of the Amendment at its annual meeting of  shareholders to
be held  in  2003  (the  "Annual  Meeting")  or at any  special  meeting  of the
shareholder  held prior to the Annual  Meeting.  Promptly  upon  receipt of such
approval,  Adept shall cause the Amendment to be filed  (subject to JDSU's prior
reasonable  consent)  with the Office of the Secretary of State for the State of
California to reflect the agreement of the parties pursuant to this paragraph 3.

         4. The  agreements  contained  in this letter will be binding  upon any
successors or assignee of Adept and JDSU, respectively.

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         Please sign the enclosed  duplicate copy of this letter where indicated
below and return to the Company at your earliest convenience.


                                                 Very truly yours,


                                                 JDS Uniphase Corporation

                                                 /s/  Michael C. Phillips
                                                 -------------------------------
                                                 Michael C. Phillips
                                                 Vice President


Acknowledged and Agreed as of December 16, 2002

Adept Technology, Inc.


By: /s/  Brian R. Carlisle
    ------------------------
    Brian R. Carlisle
    Chief Executive Officer

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                                   SCHEDULE 1

                             FORM OF PROMISSORY NOTE

$1,000,000                                                  San Jose, California
                                                            November 30, 2002

FOR VALUE RECEIVED,  Adept Technology,  Inc. (the "Debtor"),  promises to pay to
the order of JDS  Uniphase  Corporation  ("Holder"),  the  principal  sum of One
Million Dollars ($1,000,000) and to pay interest on the outstanding principal of
this Promissory Note (this "Note"), in accordance with Section 3 of this Note.

         1. Maturity.  The entire unpaid principal  balance shall  automatically
mature  and be due and  payable  on  September  30,  2004 (as  such  date may be
accelerated  pursuant to Section  1(a) or 5 below,  the  "Maturity  Date"),  and
accrued interest on this Note shall be due and payable on the Maturity Date. The
Debtor shall pay the entire unpaid  principal  balance and all interest  accrued
thereon on the Maturity  Date.  All  payments  received  shall be applied  first
against  accrued and unpaid  interest,  then against  principal.  All sums owing
hereunder  are  payable in lawful  money of the  United  States of  America,  in
immediately available funds.

         (a) At  Holder's  option,  all  proceeds  received  by  Debtor  (or any
subsidiary  or  affiliate  of Debtor)  from each and any  Financing  (as defined
below) shall be applied first to the repayment of the then-outstanding principal
and interest  outstanding  under this Note prior to being  applied for any other
use or uses  (the  principal  amount  of this  Note so  required  to be  repaid,
together  with the  interest  thereon,  is referred to herein as the  "Repayment
Amount"). Debtor shall notify Holder in writing, no later than ten (10) business
days prior to the completion of any Financing,  of all of the material terms and
conditions  of such  Financing.  No later than three (3) business  days prior to
completion of the  Financing,  Holder shall deliver  written notice to Debtor of
its  election to cause the  Repayment  Amount to be become due and  payable,  in
which event the Repayment Amount shall be repaid in full by Debtor  concurrently
with the  completion of the  Financing.  If Holder fails to timely  deliver such
notice,  Holder shall be deemed to have elected not to require any  repayment in
connection  with such  Financing.  Any failure by Holder to elect  repayment  in
connection with any Financing shall not waive Holder's rights under this Section
1(a) with respect to any  subsequent  Financing,  all of which rights are hereby
reserved and  applicable  to any such  Financing  until such time as all amounts
outstanding  under this Note are repaid in full.  For the purposes  hereof,  the
term  "Financing"  shall mean (a) the incurrence by Debtor (or any subsidiary or
affiliate of Debtor) of any debt for borrowed money,  (b) the issuance by Debtor
(or any subsidiary or affiliate of Debtor) of any  instruments or debt or equity
securities (or any securities or rights convertible into or exchangeable for any
such securities),  or (c) the exercise or conversion of any outstanding options,
warrants or  securities  of Debtor (or any  subsidiary  or affiliate of Debtor);
provided that the foregoing shall not include,  (A) the exercise by employees of
Debtor of options to  purchase  shares of  Debtor's  common  stock  pursuant  to
Debtor's  stock option plans,  or (B) the purchase of shares of Debtor's  common
stock by Debtor's employees pursuant to Debtor's stock purchase or other benefit
plans.

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         2.  Unsecured  Note. The amounts due and owing under this Note shall be
unsecured  obligations of the Debtor. If the Debtor does not repay the principal
and all accrued  interest to Holder on the Maturity Date,  Holder may pursue any
contractual, legal or equitable remedies that are available to it.

         3.  Interest.  Interest  shall begin to accrue on the unpaid  principal
balance of this Note, if any, commencing on the date hereof and continuing until
repayment  of this  Note in full at the rate of  seven  percent  (7%) per  annum
calculated  on the  basis of a 365 day  year and  actual  days  elapsed.  If not
previously  repaid in accordance  with Section 4, interest  accrued on this Note
shall be paid upon  repayment of this Note.  After the occurrence of an event of
default  under Section 5 hereof,  this Note shall bear interest  until paid at a
rate equal to the lower of fourteen  percent (14%) per annum or the highest rate
then permitted by law in California.

         4. Prepayment.  The unpaid  principal  balance and all accrued interest
and any and all other sums payable to Holder  hereunder  may be prepaid in whole
or in part prior to the Maturity Date without penalty or premium.

         5. Default.  The debtor will be deemed to be in default hereunder,  the
maturity of this Note shall be immediately and  automatically  accelerated,  and
the unpaid  principal  balance of this Note,  together will all accrued interest
thereon, will become immediately due and payable if any of the following occur:

                  (a) The Debtor shall  default in the payment of the  principal
or  accrued  interest  of this Note as and when the same  shall  become  due and
payable, whether by acceleration or otherwise; or

                  (b) The Debtor shall:

                           (i)  become  insolvent  or unable to pay its debts as
they become due; or

                           (ii)  apply  for  the   appointment   of  a  trustee,
receiver, sequestrator or other custodian for the Debtor or any of its property,
or make a general assignment for the benefit of creditors or shall have any such
proceeding  commenced  against it that is not  dismissed  within sixty (60) days
following the commencement of such proceeding;

                  (c) The  filing  of a  petition  in  bankruptcy  or under  any
similar  insolvency  law by the  Debtor,  the  making of an  assignment  for the
benefit of creditors,  or if any  voluntary  petition in bankruptcy or under any
similar  insolvency  law is filed  against  the Debtor and such  petition is not
dismissed within sixty (60) days after the filing thereof;

                  (d) The Debtor breaches any of its covenants or obligations to
Holder,  pursuant  to (a) the letter  agreement  dated as of even date  herewith
between Debtor or Holder, (b) the Statement of Preferences, as amended, relating
to Debtor's Series A Preferred  Stock and Series B Preferred  Stock, or (c) that
certain  Securities  Purchase and Investor Rights  Agreement  between Debtor and
Holder,  and any applicable  notice and cure period have expired with respect to
such breach; or

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                  (e)  The  Debtor   takes  any   corporate   or  other   action
authorizing, or in furtherance of, any of the foregoing.

         6. Miscellaneous.

                  (a) The Debtor hereby  waives  presentment,  demand,  protest,
notice of dishonor,  diligence and all other  notices,  any release or discharge
arising from any extension of time,  discharge of a prior party,  release of any
or all of any security  given from time to time for this Note, or other cause of
release or discharge other than actual payment in full hereof.

                  (b) Holder  shall not be deemed,  by any act or  omission,  to
have  waived any of its rights or  remedies  hereunder  unless such waiver is in
writing and signed by Holder and then only to the extent  specifically set forth
in such writing.  No delay or omission of Holder to exercise any right,  whether
before or after a default  hereunder,  shall  impair  any such right or shall be
construed to be a waiver of any right or default, and the acceptance at any time
by Holder of any past-due amount shall not be deemed to be a waiver of the right
to require  prompt  payment when due of any other amounts then or thereafter due
and payable.

                  (c) Time is of the essence hereof. Upon any default hereunder,
Holder may exercise  all rights and  remedies  provided for herein and by law or
equity, including, but not limited to, the right to immediate payment in full of
this Note.

                  (d) The remedies of Holder as provided  herein,  or any one or
more of them, or in law or in equity,  shall be cumulative and  concurrent,  and
may be pursued singularly, successively or together at Holder's sole discretion,
and may be exercised as often as occasion therfor shall occur.

                  (e) If any provisions of this Note would require the Debtor to
pay interest  hereon at a rate  exceeding the highest rate allowed by applicable
law, the Debtor shall  instead pay interest  under this Note at the highest rate
permitted by applicable law.

                  (g) This Note shall be governed by and construed in accordance
with and the laws of the State of California applicable to contracts wholly made
and performed in the State of California.

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         IN WITNESS WHEREOF,  the Debtor has executed this Promissory Note as of
the date first above written.


ADEPT TECHNOLOGY, INC.


By:_________________________________

Name:_______________________________

Title:______________________________

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