EXHIBIT 4.1

                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT,  (this  "Agreement") is made as of the 30th day of
August, 2002, by and between Rudolf Wanner, a resident of Solothurn, Switzerland
("Lead  Lender"),   and  Adept  Technology,   Inc.,  a  California   corporation
("Borrower");


                              STATEMENT OF PURPOSE:

         The Borrower desires to borrow from time to time funds from Lead Lender
for a loan in the  principal  amount  of up to Eight  Hundred  Thousand  Dollars
($800,000),  and the Lead Lender is willing to accommodate the Borrower upon and
subject to the terms, conditions, and provisions of this agreement.

         NOW, THEREFORE, in consideration of the premises,  mutual covenants and
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Definitions

         All  accounting  terms not  specifically  defined herein shall have the
meanings  assigned  to them  as  determined  by  generally  accepted  accounting
principles,  consistently applied.  Unless the context otherwise requires,  when
used herein, the following terms shall have the following meanings:

         1.1.  "Events of  Default"  means  those  events set forth in Section 5
hereof.

         1.2.  "Liabilities" means the obligation of the Borrower to pay (a) the
unpaid  principal  amount of the Note,  plus all  accrued  and  unpaid  interest
thereon, (b) all unpaid Liquidation Costs, and (c) all other charges,  interest,
and expenses  chargeable by the Lead Lender to the Borrower under this Agreement
and the other Loan Documents.

         1.3.  "Lien"  means  any  mortgage,  deed of  trust,  pledge,  security
interest,  assignment,  encumbrance,  lien,  or charge  of any kind,  including,
without limitation, any conditional sale or other title retention agreement, any
lease  in the  nature  thereof,  and the  filing  of or  agreement  to give  any
financing statement under the Uniform Commercial Code of any jurisdiction.

         1.4. "Liquidation Costs" means all expenses,  charges,  costs, and fees
(including  without  limitation  attorneys'  fees and  expenses)  of any  nature
whatsoever  paid or incurred  by or on behalf of the Lead  Lender in  connection
with (a) the  collection or enforcement  of any of the  Liabilities  and (b) the
collection or enforcement of any of the Loan Documents.

         1.5.  "Loan"  means  the loan in the  principal  amount  of up to Eight
Hundred  Thousand  Dollars  ($800,000)  to be made  by the  Lead  Lender  to the
Borrower pursuant to the terms and conditions of this Agreement.

         1.6. "Loan Documents" means collectively the Note, this Agreement,  the
Stock Issuance  Agreement dated of as the date hereof between  Borrower and Lead
Lender and any other  instrument,  document,  and  agreement  now and  hereafter
evidencing, securing,  guaranteeing,  indemnifying, and given by the Borrower or
any third  party in  connection  with the Loan or any of the  other  Liabilities
(including  those  documents  set forth in  Section  3  hereof)  and any and all
amendments thereto and modifications thereof.

         1.7.  "Note" means that Promissory Note described in Section 2.2 hereof
and any and all amendments thereto and modifications thereof.

         1.8. "Person" includes a corporation, an association, a partnership, an
organization,   a  business,  an  individual,   or  a  government  or  political
subdivision thereof or government agency.


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         1.9.  "Taxes"  means all  taxes  and  assessments  whether  general  or
special,  ordinary  or  extraordinary,  or  foreseen  or  unforeseen,  of  every
character  (including all penalties or interest thereon),  which at any time may
be  assessed,  levied,  confirmed,  or  imposed  on the  Borrower  or any of its
properties or assets or any part thereof or in respect of any of its franchises,
businesses, income or profits, and all claims for such sums which by law have or
might become a lien or charge upon any of its properties or assets.

         SECTION 2. Loan to the Borrower

         2.1 Loan  Commitment.  The Lead  Lender  agrees,  at the request of the
Borrower,  and  subject to and in  accordance  with the terms,  conditions,  and
provisions  of this  Agreement,  to make loans to the Borrower in the  principal
amount  of up  to  Eight  Hundred  Thousand  Dollars  ($800,000)  ("Loan").  The
commitment  of the Lead Lender to make the Loan  pursuant to the  provisions  of
this Agreement is herein called its "Loan Commitment."

         2.2 Note and Stock Issuance Agreement.  The Loan shall be evidenced by,
repaid in accordance with the terms of and bear interest as and at the rates set
forth in the Borrower's  Promissory Note to the Lead Lender in the form attached
hereto as Exhibit A and incorporated herein by reference, of even date herewith,
duly executed by the Borrower, and in the principal amount of the Loan ("Note").
In  consideration  for Lead Lender's entry into this Agreement and making of the
Loan Commitment,  Borrower  additionally  agrees to issue certificates for up to
100,000 registered shares of common stock of Borrower to Lead Lender pursuant to
the  Stock  Issuance   Agreement  between  Lead  Lender  and  Borrower  executed
concurrently with this Agreement.

         2.3 Loan Disbursements.  Subject to the compliance by Borrower with all
of the terms and  conditions  of this  Agreement,  Lead  Lender  agrees,  at the
written request of Borrower, to disburse the proceeds of the Loan. Not less than
twenty  (20)  days  prior to the date  that  Borrower  desires  a  disbursement,
Borrower shall deliver to Lead Lender express  written notice of a request for a
disbursement.  Prior to the disbursement,  Borrower shall have also delivered to
Lead Lender a certificate in a form  satisfactory  to Lead Lender from the chief
financial  officer of the Borrower that no Events of Default have occurred under
the Loan  Agreement  and are  continuing  as of the date of  disbursement.  Each
disbursement  is  to be  in  an  amount  up  to  Two  Hundred  Thousand  Dollars
($200,000).  The  first  disbursement  shall  not be due in any  event  prior to
December 15, 2002. The maximum amount to be disbursed by Lead Lender to Borrower
during  any  three-month  quarterly  period  is  Two  Hundred  Thousand  Dollars
($200,000),  and the maximum to be  disbursed  under the Loan is  $800,000.  The
Borrower  shall not have the right to repay and reborrow  under this  Agreement.
The Lead Lender shall disburse the funds pursuant to the disbursement directions
of  Borrower   within  twenty  (20)  days  after  receipt  of  the  request  for
disbursement  from Borrower,  and  concurrently  with physical  receipt of share
certificates  pursuant  to the Stock  Issuance  Agreement.  Notwithstanding  any
provision of this  Agreement,  the Lead Lender shall not be required to disburse
funds  under  this  Agreement  if an Event of  Default  (as  defined  below) has
occurred and is continuing.  Notwithstanding  the  foregoing,  there shall be no
obligation  on the part of Borrower to request any  disbursement  of proceeds of
the Loan.

         SECTION 3. Representations and Warranties

         To induce  the Lead  Lender to make the Loan  hereunder,  the  Borrower
hereby makes the following  representations and warranties to the Lead Lender as
of the date hereof and as of the date of each disbursement:

         3.1. Good Standing.  The Borrower (a) is a corporation  duly organized,
existing,  and in good standing under the laws of the State of  California,  and
(b) has the  power  to own its  property  and to carry  on its  business  and is
qualified to do business and is in good standing in each  jurisdiction  in which
the character of properties  owned by it or the transaction of its business such
qualification necessary.

         3.2. Authority. The Borrower has full power and authority to enter into
this  Agreement,  to make the borrowings  hereunder,  to execute and deliver the
Note and the other Loan  Documents  to which it is a party,  and to perform  and
comply with the terms, conditions,  and agreements set forth herein and therein,
all of which have been duly authorized by all proper and necessary action of the
Borrower.  No consent or approval of the  shareholders of the Borrower or of any
governmental  authority  is  required  as a  condition  to the  validity of this
Agreement, the Note, or the other Loan Documents.


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         3.3. Binding Agreement.  This Agreement  constitutes,  and the Note and
the other Loan Documents constitute or will constitute when issued and delivered
for value received,  the valid and legally  binding  obligations of the Borrower
enforceable in accordance with their respective terms.

         3.4.  Litigation.  There are no claims,  actions,  suits or proceedings
pending or, so far as any person  signing  below as or on behalf of the Borrower
knows,  threatened or reasonably  anticipated before any court or administrative
agency which could have a material adverse affect on the financial  condition or
operations of the Borrower.

         3.5.  Violation of Laws.  Neither the  consummation of the Loan nor the
use,  directly or indirectly,  of all or any portion of the proceeds of the Loan
hereunder  will  violate  or  result  in a  violation  of any  provision  of any
applicable  statute,  regulation or order of, or any restriction imposed by, the
State of North  Carolina  or the United  States of  America or by an  authorized
official, board, department, instrumentality, or agency thereof. The Borrower is
in  compliance  with all  applicable  federal,  state and local laws,  rules and
regulations  and  orders of any  court or other  governmental  authority  having
jurisdiction, the violation of which would have a material adverse affect on the
financial condition of the Borrower.

         SECTION 4. Borrower's Covenants.

         Until payment in full of all of the Liabilities:

         4.1.  Maintain  Existence.  The Borrower will at all times  maintain in
full force and effect its corporate  existence,  rights,  privileges,  licenses,
permits and  franchises  and qualify and remain  qualified in all  jurisdictions
where qualification is required.

         4.2. Compliance with Laws. The Borrower will at all times comply in all
material respects with all applicable federal, state, and local laws, rules, and
regulations  relating to the Loan,  this Agreement and the other Loan Documents,
and others of any court or other governmental authority having jurisdiction.

         4.3. Reports to SEC and to  Stockholders.  The Borrower will furnish to
the Lead Lender,  promptly upon the filing or making  thereof,  at least one (1)
copy of all financial statements, reports, notices, and proxy statements sent by
it to its  stockholders,  and all regular periodic reports filed by its with any
securities exchange or with the Securities and Exchange Commission.

         4.4. Adverse Change. The Borrower shall promptly notify the Lead Lender
of any  condition  or event  that  constitutes,  or with the lapse of time,  the
giving of notice,  or both, would  constitute an Event of Default,  and promptly
inform  the  Lead  Lender  of any  material  adverse  change  in  the  condition
(financial, business or otherwise) of the Borrower or any guarantor or surety of
the Liabilities.

         SECTION 5.Events of Default

         The occurrence of any one or more of the following  events  ("Events of
Default") shall constitute an event of default hereunder:

         5.1.  Failure to Pay Interest of Principal.  If the Borrower shall fail
to pay any interest or principal on any of the Liabilities,  including,  without
limitation, the Note and the Loan, when and as due and payable; or

         5.2.  Terms,  Conditions,  and  Covenants  of  this  Agreement.  If the
Borrower  shall fail to duly  perform,  comply with,  or observe in any material
respect any of the other  terms,  conditions,  or  covenants  contained  in this
Agreement; or



<PAGE>


         5.3. Representations and Warranties. If any representation and warranty
or any  statement  or  representation  made in any  report,  opinion,  schedule,
officer's  certificate,  or other  certificate or any other information given by
the Borrower or furnished in connection with the Loan shall prove to be false or
incorrect in any material respect on the date as of which made; or

         5.4. Default under Loan Documents. If an event of default (as described
or defined  therein)  shall  occur or exist under the  provisions  of any of the
other Loan Documents; or

         5.5. Default under Other Obligations. If any obligation of the Borrower
to the Lead  Lender  (other  than the  Liabilities)  for the payment of borrowed
money  becomes  or is  declared  to be due and  payable  prior to the  expressed
maturity thereof and the time of payment is not extended by the Lead Lender; or

         5.6.  Bankruptcy,  Insolvency.  If the  Borrower  becomes  insolvent or
generally does not pay its debts as they become due, or if a petition for relief
in a bankruptcy court is filed by the Borrower and remains undismissed for sixty
(60) days,  or if the Borrower  applies for,  consents to, or  acquiesces in the
appointment of a trustee,  custodian, or receiver for the Borrower or any of its
assets and property, or makes a general assignment for the benefit of creditors;
or, in the absence of such  application,  consent,  or acquiescence,  a trustee,
custodian,  or receiver is appointed for the Borrower or for a substantial  part
of the assets and property of the Borrower and is not  discharged  within thirty
(30) days; or any  bankruptcy,  reorganization,  debt  arrangement  or any other
proceeding or case under any bankruptcy or insolvency law or any  dissolution or
liquidation  proceeding  is instituted  against the Borrower,  and if instituted
against the Borrower and is  consented  to or  acquiesced  in by the Borrower or
remains  undismissed  for sixty (60) days;  or the Borrower  takes any action to
authorize any of the actions described in this subsection; or

         5.7. Adverse Change. If the Lead Lender determines in good faith that a
material adverse change has occurred in the financial  condition of the Borrower
from the financial  conditions set forth in the most recent financial  statement
furnished to the Lead Lender,  or from the  financial  condition of the Borrower
most recently disclosed to the Lead Lender in any manner; or

         5.8.  Prospect of Payment.  If the Lead Lender determines in good faith
that the prospect of payment of any of the Liabilities is impaired.

         SECTION 6. Rights and Remedies.

         The  occurrence  or  non-occurrence  of an Event of Default  under this
Agreement  shall in no way affect or  condition  the right of the Lead Lender to
demand payment at any time of any of the Liabilities which are payable on demand
regardless of whether or not such an Event of Default has  occurred.  If any one
or more Events of Default  shall  occur,  then in each and every such case,  the
Lead Lender at its option may at any time thereafter exercise and/or enforce any
or all of the following rights and remedies:

         6.1. Commitment. Terminate its Loan Commitment.

         6.2.  Acceleration.  Declare  without notice to the Borrower all of the
Liabilities to be immediately  due and payable,  whereupon the same shall become
due and payable,  together  with accrued and unpaid  interest  thereon,  without
presentment,  demand,  protest,  or  notice,  all of which the  Borrower  hereby
waives.

         6.3. Exercise of Rights and Remedies.  Exercise any rights and remedies
available  to the Lead Lender  under this  Agreement,  the Note,  the other Loan
Documents, and other applicable laws.

         6.4.  Liquidation  Costs.  The Borrower shall  reimburse and pay to the
Lead Lender upon demand  reasonable  all costs and  expenses  (the  "Liquidation
Costs"), including, without limitation,  attorneys' fees and expenses, advanced,
incurred by, or on behalf of the Lead Lender in  collecting  and  enforcing  the
Liabilities and/or the Loan Documents.


<PAGE>


         6.5.  Remedies  Cumulative.  Each right,  power, and remedy of the Lead
Lender as provided for in this  Agreement or in the other Loan  Documents or now
or hereafter  existing at law or in equity or by statute or  otherwise  shall be
cumulative and concurrent and shall be in addition to every other right,  power,
or remedy  provided for in this  Agreement or in the other Loan Documents or now
or hereafter  existing at law or in equity or by statute or  otherwise,  and the
exercise or  beginning  of the exercise by the Lead Lender of any one or more of
such rights,  powers,  or remedies shall not preclude the  simultaneous or later
exercise  by the  Lead  Lender  of any or all  such  other  rights,  powers,  or
remedies.

         6.6.  No Waiver.  No failure or delay by the Lead Lender to insist upon
the strict performance of any term,  condition,  covenant,  or agreement of this
Agreement or of any of the other Loan Documents, or to exercise any right, power
or remedy  consequent  upon a breach thereof,  shall  constitute a waiver of any
such term,  condition,  covenant or agreement or of any such breach, or preclude
the Lead Lender from  exercising any such right,  power,  or remedy at any later
time or times.  By accepting  payment  after the due date of any amount  payable
under  this  Agreement,  the Note or any of the other Loan  Documents,  the Lead
Lender shall not be deemed to waive the right either to require  prompt  payment
when due on all other amounts  payable under this  agreement,  under the Note or
any of the other Loan Documents or to declare an Event of Default for failure to
effect such prompt payment of any such other amount.

         6.7.  Accounts and Setoff.  The  Borrower  grants to the Lead Lender as
security for the full and punctual payment and performance of the Liabilities, a
continuing  lien  on and  security  interest  in all now or  hereafter  existing
balances,  credits,  accounts,  deposits  (general or  special,  time or demand,
provisional  or final) and all other sums  credited by,  maintained  with or due
from the Lead Lender or any affiliate of the Lead Lender (including Infotech AG,
Air-Vac Engineering, Inc, and Zevac AG) that has a participation interest in the
Loan to the Borrower or subject to withdrawal by the Borrower; and regardless of
the  adequacy of any  collateral  or other means of  obtaining  repayment of the
Liabilities,  the Lead Lender may at any time and without notice to the Borrower
set off  against  any and all of the  Liabilities  the whole or any  portion  or
portions of any or all balances, credits, accounts, deposits and other sums owed
by  Borrower to Lead Lender or to any  affiliate  of the Lead Lender  (including
Infotech AG, Air-Vac  Engineering,  Inc, and Zevac AG) that has a  participation
interest in the Loan.

         SECTION 7. Miscellaneous.

         7.1.  Survival.  All  covenants,   agreements,   representations,   and
warranties  made  herein and in any other  instruments  or  documents  delivered
pursuant  hereto shall  survive the execution and delivery of the Note and shall
continue  in  full  force  and  effect  so long  as any of the  Liabilities  are
outstanding and unpaid.

         7.2. Notices. All notices,  demands,  requests,  consents, or approvals
required under this Agreement to be made in writing shall be deemed to have been
properly given if and when mailed by first class certified mail,  return receipt
requested,  postage  prepaid,  if  to  the  Lead  Lender  at  c/o  Infotech  AG,
Vogelherdstrasse 4, CH 4500 Solothurn,  Switzerland,  to the attention of Rudolf
Wanner,  and if to the Borrower at 150 Rose  Orchard  Way, San Jose,  California
95134,  Attention:  Chief  Financial  Officer,  or at such other  address as the
Borrower or the Lead Lender shall have furnished to the other in writing.

         7.3.   Change.   Neither  this  Agreement  nor  any  term,   condition,
representation,  warranty, covenant, or agreement hereof may be changed, waived,
discharged,  or  terminated  orally but only by an  instrument in writing by the
party against whom such change, waiver, discharge, or termination is sought.

         7.4.  Governing Law. This Agreement  shall be governed by and construed
in accordance with the substantive laws of the State of North Carolina,  without
regard to the principles of choice of laws or conflict of laws.

         7.5.  Terms  Binding.  All  of  the  terms,  conditions,  stipulations,
warranties,  representations, and covenants of this Agreement shall apply to and
be binding  upon,  and shall inure to the benefit of, the  Borrower and the Lead
Lender and each of their respective heirs, personal representatives, successors,
and assigns.

         7.6.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.


<PAGE>


         7.7. Consent to Jurisdiction;  Service of Process.  The Borrower hereby
agrees and consents that any action or  proceeding  arising out of or brought to
enforce the provisions of this Agreement  and/or any of the other Loan Documents
may be brought in any appropriate court in the State of North Carolina or in any
other  court  having  jurisdiction  over  the  subject  matter,  all at the sole
election of the Lead Lender, and by the execution of this Agreement the Borrower
irrevocably consents to the jurisdiction of each such court.

         7.8. Further Assurances and Corrective Instruments.  The parties hereto
agree that they will,  from time to time,  execute and  deliver,  or cause to be
executed and delivered,  such supplements hereto and such further instruments as
may  reasonably be required for carrying out the intention of the parties to, or
facilitating the performance of, this Agreement.

         7.9.  Estoppel  Certificate.  The Borrower will, upon not less than ten
(10)  business  days'  request  by the Lead  Lender or any  other  party to this
transaction,  execute,  acknowledge,  and deliver to such person a statement  in
writing,  certifying (a) that this Agreement is unmodified and in full force and
effect and the payments required by this Agreement to be paid by the Borrower as
of the date of such statement have been paid, and (b) the then unpaid  principal
balance of the Note;  and stating  whether or not to the knowledge of the signer
of such  certificate any party to any of the Loan Documents is in default in the
performance of any covenant,  agreement,  or condition contained therein and, if
so,  specifying  each such  default of which the signer may have  knowledge,  it
being intended that any such statement delivered pursuant to this section may be
relied upon by the Lead Lender and the other parties to this transaction.

         7.10 Entire Agreement.  Except for (a) the other Loan Documents, or (b)
any other document or agreement to the extent specifically provided therein; (i)
this agreement shall completely and fully supercede all other prior  agreements,
both written and oral, by and among the Borrower,  the Lead Lender and the other
parties to this  transaction (and any prior agreements by and between any two or
more of the foregoing) relating to the Liabilities, and (ii) none of the parties
to this Agreement  shall  hereafter have any rights  thereunder,  but shall look
solely to this  Agreement  and the other  Loan  Documents  for  definitions  and
determination   of  all   of   their   respective   rights,   obligations,   and
responsibilities relating to the Liabilities.

         7.11.  Illegality.  If  fulfillment  of  any  provision  hereof  or any
transaction  related  hereto  or  to  the  other  Loan  Documents  at  the  time
performance of such provisions shall be due shall involve transcending the limit
of validity  prescribed by law, then ipso facto,  the obligation to be fulfilled
shall be reduced to the limit of such  validity;  and if any clause or provision
herein  contained  operates or would  prospectively  operate to invalidate  this
Agreement in whole or in part, then such clause or provision only shall be void,
as though not herein contained, and the remainder of this Agreement shall remain
operative  and in full force and effect;  provided,  however,  that, if any such
provision  pertains to the repayment of the  Liabilities,  the occurrence of any
such invalidity shall constitute an Event of Default.

         7.12.  Assignment.  This Agreement and the other Loan Documents may not
be  assigned,  in whole or in part,  by the Borrower  without the prior  written
consent of the Lead Lender.

         7.13.  Participation.  Lead  Lender  from time to time:  (a) may sell a
participation  interest  in  all  or  any  portion(s)  of  the  rights,  powers,
privileges,  remedies and interest of and/or the Loan and other obligations owed
to Lead Lender  under this  Agreement,  the Note and the Loan  Documents  to any
other person; (b) may furnish and disclose financial  statements,  documents and
other  information  pertaining  to the  Borrower  to any  potential  participant
subject to confidentiality  obligations upon the recipient; and (c) may take any
and all other actions that Lead Lender in its sole  discretion  determines to be
necessary or  appropriate  in connection  with any such  participation,  without
notice  to or  consent  of  the  Borrower  or  any  other  person.  Lead  Lender
anticipates selling participation interests to third parties. The parties hereto
intend the benefits of this Agreement to inure to such participants. These third
party  participants  will be third party  beneficiaries  of Lead Lender's rights
under this Agreement.


<PAGE>


         IN WITNESS  WHEREOF,  the Lead Lender and the Borrower have each caused
this Agreement to be executed in duplicate counterparts and under seal as of the
day and year first written above.


                                        LEAD LENDER:

                                        /s/ Rudolf Wanner
                                        ----------------------------------------
                                        Rudolf Wanner, Individually


                                        BORROWER:

                                        ADEPT TECHNOLOGY, INC.

                                        By: /s/  Brian Carlisle
                                            ------------------------------------
                                            Brian Carlisle,
                                            Chief Executive Officer


                       [Signature Page to Loan Agreement]


<PAGE>


                                    EXHIBIT A

                                 PROMISSORY NOTE


                                                               Raleigh, N.C.
$800,000                                                       August 30, 2002


         FOR VALUE RECEIVED,  ADEPT TECHNOLOGY,  INC., a California  corporation
("Borrower"),  promises to pay to the order of Rudolf Wanner  ("Lead  Lender") ,
the principal sum of Eight Hundred Thousand Dollars  ($800,000),  or such lesser
amount as may be outstanding,  together with interest on the unpaid  outstanding
principal  balance at the rate per annum of one percent (1%) plus the prime rate
as published by the Wall Street Journal from time to time, on the unpaid balance
until paid or until default, both principal and interest payable in U.S. Dollars
to Lead Lender at Solothurn,  Switzerland,  or at such place as the legal holder
hereof may designate in writing.

         Accrued  interest  shall be paid  annually  by  Borrower  on the  first
anniversary  and each  successive  anniversary of this Note. If not sooner paid,
the entire  indebtedness  shall be due and payable on August 30, 2006.  Interest
shall be calculated from the date of each advance until repayment by Borrower of
each advance.

         This Note is given pursuant to the terms of a Loan  Agreement  dated as
of August 30, 2002, by and between Borrower and Lead Lender ("Loan Agreement").

         Borrower shall deliver to the Lead Lender  certificates  for registered
shares of Borrower  common  stock as provided  in the Stock  Issuance  Agreement
between Borrower and Lead Lender dated as of the date hereof, attached hereto as
Exhibit A and incorporated herein by reference.

         Disbursements  under  this Note shall be made as  provided  in the Loan
Agreement.  Unless  otherwise  provided,  this Note may be prepaid in full or in
part at any time  without  penalty  or  premium.  Partial  prepayments  shall be
applied to installments due in reverse order of their maturity. Payments will be
applied  first  to  payment  of  interest  then  accrued  and due on the  unpaid
principal balance, with the remainder applied to the unpaid principal.

In the event of: (a) default in payment of any  installment  of principal as the
same becomes due and such default is not cured within ten (10) days from the due
date, or (b) default under the terms of any  instrument  securing this Note, and
such  default is not cured  within  fifteen  (15) days after  written  notice to
maker, then in either such event the holder may without further notice,  declare
the remainder of the principal sum, at once due and payable. Failure to exercise
this option  shall not  constitute a waiver of the right to exercise the same at
any other time. The unpaid principal of this Note and any part thereof,  accrued
interest and all other sums due under this Note, if any,  shall bear interest at
the rate of fifteen per cent (15%) per annum after default which remains uncured
after the ten (10) day period  referenced above until paid. The interest payable
under the terms of this Note shall not exceed the maximum  amount  allowed under
applicable  law. If interest would otherwise be payable to Lead Lender in excess
of the maximum  lawful  amount,  the  interest  payable to Lead Lender  shall be
reduced to the maximum amount permitted under applicable law.

         All parties to this Note, including maker and any sureties,  endorsers,
or guarantors hereby waive protest, presentment,  notice of dishonor, and notice
of  acceleration  of  maturity  and agree to  continue  to remain  bound for the
payment  of  principal,  interest  and  all  other  sums  due  under  this  Note
notwithstanding  any change or changes by way or release,  surrender,  exchange,
modification  or  substitution  of any  security  for this Note or by way of any
extension or extensions of time for the payment of principal and interest.

         Upon  default the holder of this Note may employ an attorney to enforce
the  holder's  rights and remedies  and  Borrower  hereby  agrees to pay to Lead
Lender the reasonable costs of enforcement incurred by Lead Lender in exercising
any of the Lead Lender's  rights and remedies  upon  default,  including but not
limited to attorney's fees and costs of court,  and not exceeding a sum equal to
fifteen percent (15%) of the outstanding  balance owing on said Note. The rights
and remedies of the Borrower as provided in this Note and in the Loan  Agreement
shall be


<PAGE>


cumulative and may be pursued singly, successively,  or together. The failure to
exercise  any such  right or remedy  shall not be a waiver  or  release  of such
rights or remedies or the right to exercise any of them at another time.

         This Note is to be governed and construed in  accordance  with the laws
of the State of North  Carolina  without  regard to its  principles of choice of
laws or conflict of laws.

         IN  TESTIMONY  WHEREOF,  Borrower  has  caused  this  instrument  to be
executed in its corporate name by its Chief Executive  Officer,  all by order of
its Board of Directors first duly given, the day and year first above written.


         ADEPT TECHNOLOGY, INC.


         By:______________________________________
         Brian Carlisle, Chief Executive Officer


<PAGE>


                                    EXHIBIT A
                              (To Promissory Note)


                            STOCK ISSUANCE AGREEMENT

THIS  STOCK  ISSUANCE  AGREEMENT  (this  "Agreement")  is  entered  into  as  of
_____________,   2002,  by  and  among  Adept  Technology,  Inc.,  a  California
corporation   ("Borrower"),   and  Rudolf  Wanner,   a  resident  of  Solothurn,
Switzerland ("Lead Lender").


                                    RECITALS

         Borrower  and  the  Lead  Lender  are  parties  to  that  certain  Loan
Agreement,  dated as of the date hereof (the "Loan  Agreement")  providing for a
loan (the "Loan"),  in consideration for which,  Borrower has agreed to issue to
the Lead Lender,  shares of Borrower's common stock, no par value per share (the
"Borrower Common Stock") on the terms and conditions set forth herein.


                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
covenants and  agreements in the Loan  Agreement and for other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Borrower and the Lead Lender hereby agree as follows:

         1. Issuance of Borrower  Common Stock. In  consideration  of making the
Loan  Commitment  contemplated  in the Loan Agreement (as an  origination  fee),
promptly  upon  execution  hereof,  Borrower  shall  issue to the Lead Lender an
aggregate of one hundred thousand (100,000) restricted shares of Borrower Common
Stock (the "Shares") subject to cancellation rights hereunder.  The Shares shall
be  retained  by  Borrower  for the  benefit  of the Lead  Lender  and  shall be
delivered to the Lead Lender or its  designee(s) in accordance with the terms of
this Agreement and the Loan Agreement.

         2. Delivery of Shares to Lead Lender.

                  (a)  Upon  each  disbursement  of  proceeds  of  the  Loan  to
Borrower,  Borrower shall promptly deliver to the Lead Lender or its designee(s)
as directed by the Lead Lender certificates for a number of Shares determined to
be 25,000  minus the number of Shares  cancelled  pursuant to an exercise of the
cancellation  right of Borrower set forth hereunder.  With each  disbursement of
the  proceeds of the Loan to the  Borrower or  election by the  Borrower  not to
borrow any amounts with respect to such three-month period,  Borrower may cancel
the restricted  shares issued hereunder in an amount determined by the following
formula: (X) 25,000 minus (Y) the product of: (i) a fraction,  (A) the numerator
of  which  is the  amount  of  proceeds  to be  disbursed  to  Borrower  in such
disbursement,  and (B) the denominator of which is Two Hundred  Thousand Dollars
($200,000) and (ii) twenty-five  thousand (25,000) shares. The maximum number of
Shares deliverable to the Lead Lender upon lapse of such cancellation rights for
each  three-month  period  shall  be  twenty-five  thousand  (25,000),  with  an
aggregate  maximum for all four consecutive  three-month  periods of One Hundred
Thousand  (100,000)  shares.  No fractional  shares shall be issued or delivered
pursuant to this Agreement,  so Shares  deliverable shall be rounded down to the
nearest Share.

                  (b) Upon exercise of Borrower's cancellation rights hereunder,
the  corresponding  proportion  of the Shares  cancelled  by  Borrower  for that
three-month period and not delivered to the Lead Lender or its designee(s) shall
be cancelled by Borrower and the Lead Lender or its  designee(s)  shall not have
any further right, title or interest in such Shares. This Agreement and the Loan
Agreement  contemplate  that the Lead Lender  shall not have the  obligation  to
disburse proceeds more than once in any three-month period.

                  (c) The Lead Lender shall  instruct  Borrower  with respect to
the  physical  delivery  of Shares for which  cancellation  rights  have  lapsed
pursuant  to  this  Section  2.  Borrower  shall  be  entitled  to  rely  on the
instructions


<PAGE>


provided by the Lead Lender,  and Borrower shall incur no liability and shall be
fully protected from any liability  whatsoever in acting in accordance with such
instructions received from the Lead Lender.

         3. Status of Shares Prior to Delivery.  Borrower shall issue,  hold and
safeguard the Shares prior to delivery in trust in accordance  with the terms of
this  Agreement  and the Loan  Agreement and not as the property of Borrower and
shall  deliver  such  Shares  to the  Lead  Lender  or its  designee(s)  only in
accordance with the terms hereof.  The Lead Lender shall have voting rights with
respect to the Shares prior to lapse of Borrower's  cancellation  rights (and on
any new Shares added to the shares held by Borrower in respect of such  shares).
Any  regular  cash  dividends  or  liquidation  proceeds  on the Shares  held by
Borrower (including the new Shares) shall be paid directly to the Lead Lender.

         4.  Registration  of  Shares.  The  Shares  shall  be  subject  to  the
registration  rights  set forth in the Merger  Agreement  among  Borrower,  Meta
Control  Technologies,  Inc.,  a  Delaware  corporation  ("Meta")  and the other
parties therein,  which is being approved by the Lead Lender as a stockholder of
Meta,  and  the  terms  of  Section  5.3  regarding   registration   rights  are
incorporated by reference herein, provided, however, that the obligation of Lead
Lender to make  disbursements  under the Loan Agreement  shall be subject to the
prior  registration  of the Shares under the  Securities Act of 1933, as amended
(the  "Act") and  delivery of  certificates  pursuant  to Section  2(a)  herein,
provided that all delivery  information for such  certificates has been promptly
furnished  to the  Borrower by Lead  Lender  pursuant to Section 2.3 of the Loan
Agreement.

         5.  Securities  Act  Exemption.  The  Shares  issued  pursuant  to this
Agreement  initially  will not be  registered  under the Act, in reliance on the
exemption set forth in Section 4(2) thereof. The Lead Lender shall have provided
Borrower such information  regarding its financial and investment background and
investment intent as Borrower may reasonably  request to ensure the availability
of an exemption from the registration requirements of the Act.

         6. Lead Lender Representations. The Lead Lender represents and warrants
to Borrower as follows:

                  (a) The Lead  Lender  acknowledges  that it has been  provided
with such information regarding Borrower necessary for the purposes of making an
investment  decision  with  respect to the  Shares,  and has been  provided  the
opportunity to discuss the business,  affairs and current  prospects of Borrower
with Borrower's representatives. The Lead Lender further acknowledges having had
access to information about Borrower that it has requested.

                  (b) The Shares  will be  acquired  for the Lead  Lender's  own
account for investment, and not with a view to or in connection with the sale or
distribution of any part thereof.

                  (c) The Lead Lender  understands that (a) the Shares initially
will not be  registered  under the Act, on the ground  that the  issuance of the
Shares provided for in this Agreement is exempt from registration under the Act;
(b) that the reliance of Borrower on such exemption is predicated in part on the
Lead Lender's  representations set forth in this Agreement; (c) the Shares being
issued  hereunder are  "restricted  securities":  within the meaning of Rule 144
under  the Act;  and (d) that the  Shares  are not  registered  and must be held
indefinitely   unless  they  are   subsequently   registered   pursuant  to  the
registration  rights  provided  in  the  Merger  Agreement  or  otherwise  or an
exemption from such registration is available.

                  (d) The Lead Lender  represents  that by reason of its (or its
management's) business or financial experience, the Lead Lender has the capacity
to protect its own interests in connection with the transactions contemplated by
this  Agreement.  Further,  the Lead  Lender is aware of no  publication  of any
advertisement in connection with the transactions contemplated in the Agreement.
The Lead Lender is an "accredited investor" within the meaning of Securities and
Exchange Commission Rule 501 of Regulation D, as presently in effect,  under the
Act.

         7. Stock Restrictions.  In addition to any legend imposed by applicable
state securities laws, the certificates  representing the Shares issued pursuant
to this  Agreement  shall bear a restrictive  legend (and stop


<PAGE>


transfer  orders shall be placed  against the transfer  thereof with  Borrower's
transfer agent), stating substantially as follows:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THEY MAY NOT
         BE SOLD,  TRANSFERRED,  ASSIGNED,  OR HYPOTHECATED IN THE ABSENCE OF AN
         EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO,  OR AN OPINION OF
         COUNSEL,  SATISFACTORY  TO THE COMPANY,  THAT SUCH  REGISTRATION IS NOT
         REQUIRED  UNDER THE ACT, OR A NO-ACTION  LETTER FROM THE SECURITIES AND
         EXCHANGE COMMISSION.

         8. Notices  Except as may be otherwise  provided  herein,  all notices,
requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively  deemed to have been duly given (a) when
hand delivered to the other party; (b) when sent by facsimile at the address and
number set forth below;  (c) three (3) business  days after  deposit in the U.S.
mail with first class or certified mail receipt  requested  postage  prepaid and
addressed  to the other party as set forth below (or ten (10)  business  days if
sent by U.S. mail outside the United States); or (d) the next business day after
deposit with a national overnight delivery service,  postage prepaid,  addressed
to the parties as set forth below with next-business-day delivery guaranteed.

         if to Borrower, to:

                           Adept Technology, Inc.
                           150 Rose Orchard Way
                           San Jose, California 95134
                           Attn:  Michael W. Overby, Chief Financial Officer
                           Telephone:  (408) 432-0888
                           Facsimile:  (408) 434-5005

                           with a copy (which shall not constitute notice) to

                           Gibson, Dunn & Crutcher LLP
                           1530 Page Mill Road
                           Palo Alto, California  94304
                           Attn:  Lawrence Calof, Esq.
                           Telephone:  (650) 849-5300
                           Facsimile:  (650) 849-5333

         if to a Lead Lender, to:

                           Rudolf Wanner
                           c/o Infotech AG
                           Vogelherdstrasse 4
                           CH 4500 Solothurn
                           Switzerland
                           Attn:  Rudolf Wanner
                           Telephone:  011-41-32-622-4782
                           Facsimile:   011-41-32-621-4782

         A party  may  change  or  supplement  the  addresses  given  above,  or
designate  additional  addresses  for  purposes of this  Section 8 by giving the
other parties written notice of the new address in the manner set forth above.

         9.  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.


<PAGE>


         10. Entire Agreement;  Assignment. This Agreement and the documents and
instruments and other agreements among the parties hereto referenced herein: (a)
constitute  the entire  agreement  among the parties with respect to the subject
matter  hereof and  supersede  all prior  agreements  and  understandings,  both
written and oral,  among the parties with respect to the subject  matter hereof;
(b) are not  intended  to confer  upon any other  person any rights or  remedies
hereunder;  and (c) shall not be assigned by the Lead Lender by operation of law
or otherwise  except with the prior written  consent of the Borrower;  provided,
that any person into which  Borrower may be merged or converted or with which it
may be  consolidated  or any person  resulting  from any merger,  conversion  or
consolidation  to which it shall be a party or any person to which  Borrower may
sell or transfer all or  substantially  all of its assets shall be the successor
hereunder to Borrower without the consent of any party hereto,  or the execution
or filing of any paper or any further act. As used in this  Agreement,  the term
"person" means any  individual,  partnership,  corporation,  association,  joint
stock company, trust, joint venture, unincorporated organization or Governmental
Entity (or any department, agency or political subdivision thereof)

         11. Severability.  In the event that any provision of this Agreement or
the  application  thereof,  becomes  or is  declared  by a  court  of  competent
jurisdiction  to be  illegal,  void  or  unenforceable,  the  remainder  of this
Agreement  will  continue in full force and effect and the  application  of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such  void or  unenforceable  provision  of  this  Agreement  with a  valid  and
enforceable  provision that will achieve, to the extent possible,  the economic,
business and other purposes of such void or unenforceable provision.

         12. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.

         13.  Adjustments.  All  references  to the number of shares of Borrower
Common Stock in this Agreement  shall be  appropriately  adjusted to reflect any
stock split,  stock  dividend,  merger or other similar change in the Borrower's
capitalization which may occur after the effective date of this Agreement.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>


         IN WITNESS WHEREOF, Borrower and the Lead Lender have caused this Stock
Issuance Agreement to be signed as of the date first written above.


ADEPT TECHNOLOGY, INC.
a California corporation



By: __________________________________________
         Brian R. Carlisle
         Chairman and Chief Executive Officer


______________________________________________
            Rudolf Wanner


                  [Signature Page to Stock Issuance Agreement]