Exhibit 10.1
                           [Silicon Valley Bank Logo]
                               Silicon Valley Bank
                                3003 Tasman Drive
                             Santa Clara, Ca. 95054
                       (408) 654-1000 - Fax (408) 980-6410


                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

         This Accounts  Receivable  Purchase Agreement (the "Agreement") is made
as of the Effective Date by and between  Silicon Valley Bank ("Buyer")  having a
place of business at the address specified above and Adept  Technology,  Inc., a
California  corporation,  ("Seller")  having its principal place of business and
chief executive office at 150 Rose Orchard Parkway,  San Jose,  California 95134
and with a FAX number of 408-434-5005.

1. Definitions.  When used herein,  the following terms shall have the following
meanings.

         "Account Balance" shall mean, on any given day, the gross amount of all
Purchased Receivables unpaid on that day.

         "Account  Debtor"  shall have the meaning  set forth in the  California
Uniform  Commercial  Code and shall  include any person  liable on any Purchased
Receivable,  including  without  limitation,  any  guarantor  of  the  Purchased
Receivable and any issuer of a letter of credit or banker's acceptance.

         "Adjustments" shall mean all discounts,  allowances, returns, disputes,
counterclaims,  offsets,  defenses,  rights of  recoupment,  rights  of  return,
warranty  claims,  or short  payments,  asserted  by or on behalf of any Account
Debtor with respect to any Purchased Receivable.

         "Advance" shall have the meaning set forth in Section 2.2 hereof.

         "Collateral" shall have the meaning set forth in Section 8 hereof.

         "Collections"  shall mean all good funds  received  by Buyer from or on
behalf of an Account Debtor with respect to Purchased Receivables.

         "Compliance  Certificate" shall mean a certificate,  in a form provided
by Buyer to Seller,  which  contains the  certification  of the chief  financial
officer of Seller that, among other things, the  representations  and warranties
set forth in this Agreement are true and correct as of the date such certificate
is delivered.

         "Effective Date" is the date Buyer executes this Agreement.

         "Event of  Default"  shall  have the  meaning  set  forth in  Section 9
hereof.

         "Finance  Charges"  shall have the  meaning  set forth in  Section  3.2
hereof.

         "Invoice  Transmittal"  shall  mean a writing  signed by an  authorized
representative  of Seller which  accurately  identifies  the  receivables  which
Buyer, at its election,  may purchase, and includes for each such receivable the
correct amount owed by the Account  Debtor,  the name and address of the Account
Debtor, the invoice number, the invoice date and the account code.

         "Obligations"  shall  mean  all  advances,   financial  accommodations,
liabilities, obligations, covenants and duties owing, arising, due or payable by
Seller to Buyer of any kind or nature,  present or future,  arising  under or in
connection  with  this  Agreement  or under any other  document,  instrument  or
agreement,  whether or not evidenced by any note, guarantee or other instrument,
whether  arising  on  account  or  by  overdraft,  whether  direct  or  indirect
(including  those  acquired by assignment)  absolute or  contingent,  primary or
secondary,  due or to become due,  now owing or hereafter  arising,  and however
acquired;   including,   without  limitation,  all  Advances,  Finance  Charges,
interest,  Repurchase Amounts, fees, expenses,  professional fees and attorneys'
fees and any other sums chargeable to Seller hereunder or otherwise.

         "Purchased  Receivables"  shall mean all those  accounts,  receivables,
chattel paper,  instruments,  contract rights,  documents,  general intangibles,
letters of credit, drafts,  bankers acceptances,  and rights to payment, and all
proceeds  thereof (all of the  foregoing  being  referred to as  "receivables"),
arising out of the invoices and other agreements identified on or delivered with
any Invoice  Transmittal  delivered  by Seller to Buyer  which  Buyer  elects to
purchase and for which Buyer makes an Advance.

         "Refund" shall have the meaning set forth in Section 3.5 hereof.

         "Reserve" shall have the meaning set forth in Section 2.4 hereof.

         "Repurchase  Amount"  shall have the  meaning  set forth in Section 4.2
hereof.

         "Reconciliation  Date"  shall  mean  the  last  calendar  day  of  each
Reconciliation Period.

         "Reconciliation Period" shall mean each calendar month of every year.


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2. Purchase and Sale of Receivables.

         2.1. Offer to Sell  Receivables.  During the term hereof,  and provided
that  there  does not then  exist any Event of  Default  or any event  that with
notice, lapse of time or otherwise would constitute an Event of Default,  Seller
may  request  that  Buyer  purchase  receivables  and  Buyer  may,  in its  sole
discretion,  elect to purchase  receivables.  Seller  shall  deliver to Buyer an
Invoice  Transmittal  with  respect to any  receivable  for which a request  for
purchase is made. An authorized representative of Seller shall sign each Invoice
Transmittal  delivered  to Buyer.  Buyer  shall be  entitled  to rely on all the
information  provided by Seller to Buyer on or with the Invoice  Transmittal and
to rely on the signature on any Invoice  Transmittal as an authorized  signature
of Seller.

         2.2.  Acceptance  of  Receivables.  Buyer shall have no  obligation  to
purchase any receivable listed on an Invoice Transmittal. Buyer may exercise its
sole discretion in approving the credit of each Account Debtor before buying any
receivable.  Upon acceptance by Buyer of all or any of the receivables described
on any  Invoice  Transmittal,  Buyer shall pay to Seller 70% percent of the face
amount of each receivable Buyer desires to purchase, net of deferred revenue and
offsets  related to each  specific  Account  Debtor.  Such payment  shall be the
"Advance" with respect to such receivable.  Buyer may, from time to time, in its
sole discretion,  change the percentage of the Advance.  Upon Buyer's acceptance
of the  receivable and payment to Seller of the Advance,  the  receivable  shall
become a  "Purchased  Receivable."  It shall be a condition to each Advance that
(i) all of the  representations  and  warranties  set forth in Section 6 of this
Agreement  be true  and  correct  on and as of the date of the  related  Invoice
Transmittal  and on and as of the date of such  Advance as though made at and as
of each such date,  and (ii) no Event of Default or any event or condition  that
with notice,  lapse of time or otherwise  would  constitute  an Event of Default
shall have  occurred  and be  continuing,  or would  result  from such  Advance.
Notwithstanding  the  foregoing,  in no event shall the aggregate  amount of all
Purchased  Receivables  outstanding  at any time exceed TWO MILLION FIVE HUNDRED
THOUSAND Dollars ($2,500,000).

         2.3.  Effectiveness of Sale to Buyer. Effective upon Buyer's payment of
an Advance,  and for and in  consideration  therefor and in consideration of the
covenants of this  Agreement,  Seller  hereby  absolutely  sells,  transfers and
assigns to Buyer,  all of  Seller's  right,  title and  interest  in and to each
Purchased  Receivable  and all  monies  due or which may  become  due on or with
respect to such Purchased Receivable.  Buyer shall be the absolute owner of each
Purchased Receivable. Buyer shall have, with respect to any goods related to the
Purchased Receivable,  all the rights and remedies of an unpaid seller under the
California  Uniform  Commercial  Code and other  applicable  law,  including the
rights of replevin, claim and delivery, reclamation and stoppage in transit.

         2.4.  Establishment  of a Reserve.  Upon the  purchase by Buyer of each
Purchased Receivable,  Buyer shall establish a reserve. The reserve shall be the
amount by which the face amount of the Purchased  Receivable exceeds the Advance
on that Purchased Receivable (the "Reserve"); provided, the Reserve with respect
to all Purchased Receivables  outstanding at any one time shall be an amount not
less  than 30% of the  Account  Balance  at that time and may be set at a higher
percentage  at Buyer's  sole  discretion.  The reserve  shall be a book  balance
maintained on the records of Buyer and shall not be a segregated fund.

3. Collections, Charges and Remittances.

         3.1.  Collections.  Upon receipt by Buyer of  Collections,  Buyer shall
promptly  credit such  Collections to Seller's  Account Balance on a daily basis
three  business  days  after  the date  received  by the  Buyer  in  immediately
available  funds;  provided,  that if Seller is in default under this Agreement,
Buyer shall apply all  Collections  to Seller's  Obligations  hereunder  in such
order and manner as Buyer may determine. If an item of collection is not honored
or Buyer  does not  receive  good  funds for any  reason,  the  amount  shall be
included in the Account  Balance as if the Collections had not been received and
Finance Charges under Section 3.2 shall accrue thereon.

         3.2. Finance Charges.  On each  Reconciliation Date Seller shall pay to
Buyer a finance  charge in an amount  equal to two percent (2%) per month of the
average daily Account Balance  outstanding during the applicable  Reconciliation
Period (the "Finance  Charges").  Buyer shall deduct the accrued Finance Charges
from the Reserve as set forth in Section 3.5 below.

         3.3. Facility Fee; Warrants.  In consideration for Seller entering into
this Agreement, Seller shall pay Buyer a facility fee of $25,000 as follows: Any
balance of the $30,000 due diligence and cost deposit  previously paid by Seller
to Buyer,  after deducting all reasonable  costs,  fees and expenses incurred by
Buyer (including without

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limitation reasonable attorneys fees), shall be applied to said $25,000 facility
fee, and, on the date of the first  purchase of a receivable  hereunder,  Seller
shall pay Buyer any unpaid  balance of said $25,000  facility  fee. In addition,
Seller shall  concurrently issue to Buyer five-year warrants to purchase 100,000
shares of Common  Stock of Borrower at a purchase  price of $1.00 per share,  on
the  terms  set  forth  in  the  Warrant  to  Purchase   Stock  being   executed
concurrently, which shall be fully earned on the date hereof and non-refundable.

         3.4. Accounting. Buyer shall prepare and send to Seller after the close
of business for each  Reconciliation  Period,  an accounting of the transactions
for  that  Reconciliation   Period,   including  the  amount  of  all  Purchased
Receivables,  all Collections,  Adjustments, and Finance Charges. The accounting
shall be deemed correct and conclusive  unless Seller makes written objection to
Buyer within thirty (30) days after the Buyer mails the accounting to Seller.

         3.5. Refund to Seller. Provided that there does not then exist an Event
of  Default  or any  event  or  condition  that  with  notice,  lapse of time or
otherwise would constitute an Event of Default,  Buyer shall refund to Seller by
check after the  Reconciliation  Date,  the amount,  if any, which Buyer owes to
Seller  at the end of the  Reconciliation  Period  according  to the  accounting
prepared  by Buyer for that  Reconciliation  Period (the  "Refund").  The Refund
shall be an amount equal to:

         (A) (1) The Reserve as of the beginning of that Reconciliation  Period,
plus

             (2) the Reserve  created  for each  Purchased Receivable  purchased
                 during that Reconciliation Period, minus

         (B) The total for that Reconciliation Period of:

             (1) Finance Charges;

             (2) Adjustments;

             (3) Repurchase Amounts,  to the  extent  Buyer has agreed to accept
                 payment thereof by deduction from the Refund;

             (4) the Reserve for the Account  Balance as of the first day of the
                 following Reconciliation  Period in the minimum  percentage set
                 forth in Section 2.4 hereof; and

             (5) all  amounts due, including  professional fees and expenses, as
set forth in Section 12 for which oral or written  demand has been made by Buyer
to Seller during  that  Reconciliation  Period to the  extent  Buyer has  agreed
to accept payment thereof by deduction from the Refund.

In the event the formula set forth in this  Section 3.5 results in an amount due
to Buyer from  Seller,  Seller shall make such payment in the same manner as set
forth in Section  4.3 hereof for  repurchases.  If the formula set forth in this
Section 3.5 results in an amount due to Seller from Buyer, Buyer shall make such
payment by check, subject to Buyer's rights under Section 4.3 and Buyer's rights
of offset and recoupment.

4. Recourse and Repurchase Obligations.

         4.1. Recourse. Buyer's acquisition of Purchased Receivables from Seller
shall be with full recourse against Seller. In the event the Obligations  exceed
the amount of Purchased  Receivables and Collateral,  Seller shall be liable for
any deficiency.

         4.2. Seller's Agreement to Repurchase. Seller agrees to pay to Buyer on
demand,  the  full  face  amount,  or  any  unpaid  portion,  of  any  Purchased
Receivable:

                (A) which  remains  unpaid  ninety (90)  calendar days after the
                    invoice date; or

                (B) which is owed by any  Account  Debtor who has filed,  or has
                    had filed against it, any  bankruptcy  case,  assignment for
                    the  benefit  of  creditors,   receivership,  or  insolvency
                    proceeding  or who has become  insolvent  (as defined in the
                    United  States  Bankruptcy  Code)  or who is  generally  not
                    paying its debts as such debts become due; or

                (C) with  respect to which there has been any breach of warranty
                    or  representation  set  forth in  Section  6 hereof  or any
                    breach of any covenant contained in this Agreement; or

                (D) with  respect  to  which  the  Account  Debtor  asserts  any
discount,  allowance, return, dispute,  counterclaim,  offset, defense, right of
recoupment, right of return, warranty claim, or short payment;

together with all reasonable  attorneys' and professional  fees and expenses and
all court costs incurred by Buyer in collecting such Purchased Receivable and/or
enforcing its rights under,  or collecting  amounts owed by Seller in connection
with, this Agreement (collectively, the "Repurchase Amount").

         4.3.  Seller's  Payment of the  Repurchase  Amount or Other Amounts Due
Buyer.  When any  Repurchase  Amount or other amount owing to Buyer becomes due,
Buyer shall inform  Seller of the manner of payment which may be any one or more
of the following in Buyer's sole discretion: (a) in cash immediately upon demand

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therefor;  (b) by delivery of  substitute  invoices  and an Invoice  Transmittal
acceptable to Buyer which shall thereupon become Purchased  Receivables;  (c) by
adjustment to the Reserve pursuant to Section 3.5 hereof;  (d) by deduction from
or offset against the Refund that would  otherwise be due and payable to Seller;
(e) by  deduction  from or offset  against  the amount that  otherwise  would be
forwarded  to Seller in  respect  of any  further  Advances  that may be made by
Buyer; or (f) by any combination of the foregoing as Buyer may from time to time
choose.

         4.4. Seller's Agreement to Repurchase All Purchased  Receivables.  Upon
and after the  occurrence  of an Event of Default,  Seller  shall,  upon Buyer's
demand (or, in the case of an Event of Default under  Section 9(B),  immediately
without notice or demand from Buyer)  repurchase  all the Purchased  Receivables
then outstanding,  or such portion thereof as Buyer may demand. Such demand may,
at Buyer's  option,  include  and  Seller  shall pay to Buyer  immediately  upon
demand,  cash in an amount equal to the Advance  with respect to each  Purchased
Receivable  then   outstanding   together  with  all  accrued  Finance  Charges,
Adjustments,  attorney's  and  professional  fees,  court costs and  expenses as
provided for herein, and any other Obligations.  Upon receipt of payment in full
of the  Obligations,  Buyer shall  immediately  instruct  Account Debtors to pay
Seller directly,  and return to Seller any Refund due to Seller. For the purpose
of calculating any Refund due under this Section only, the  Reconciliation  Date
shall be deemed to be the date Buyer  receives  payment in good funds of all the
Obligations as provided in this Section 4.4.

5. Power of  Attorney.  Seller does  hereby  irrevocably  appoint  Buyer and its
successors and assigns as Seller's true and lawful  attorney in fact, and hereby
authorizes Buyer,  regardless of whether there has been an Event of Default, (a)
to sell, assign,  transfer,  pledge,  compromise,  or discharge the whole or any
part of the Purchased  Receivables;  (b) to demand,  collect,  receive, sue, and
give  releases to any Account  Debtor for the monies due or which may become due
upon or with respect to the Purchased Receivables and to compromise,  prosecute,
or defend any  action,  claim,  case or  proceeding  relating  to the  Purchased
Receivables, including the filing of a claim or the voting of such claims in any
bankruptcy case, all in Buyer's name or Seller's name, as Buyer may choose;  (c)
to  prepare,  file and sign  Seller's  name on any  notice,  claim,  assignment,
demand,  draft,  or  notice of or  satisfaction  of lien or  mechanics'  lien or
similar  document  with  respect  to  Purchased  Receivables;  (d) to notify all
Account Debtors with respect to the Purchased Receivables to pay Buyer directly;
(e) to  receive,  open,  and  dispose  of all mail  addressed  to Seller for the
purpose of collecting the Purchased Receivables; (f) to endorse Seller's name on
any  checks or other  forms of  payment  on the  Purchased  Receivables;  (g) to
execute  on behalf  of  Seller  any and all  instruments,  documents,  financing
statements  and  the  like  to  perfect  Buyer's   interests  in  the  Purchased
Receivables  and  Collateral;  and (h) to do all acts and  things  necessary  or
expedient,  in furtherance  of any such  purposes.  If Buyer receives a check or
item which is payment for both a Purchased  Receivable  and another  receivable,
the funds shall  first be applied to the  Purchased  Receivable  and, so long as
there does not exist an Event of Default or an event that with notice,  lapse of
time or  otherwise  would  constitute  an Event of Default,  the excess shall be
remitted to Seller. Upon the occurrence and continuation of an Event of Default,
all of the power of attorney  rights granted by Seller to Buyer  hereunder shall
be applicable with respect to all Purchased Receivables and all Collateral.

6. Representations, Warranties and Covenants.

        6.1.Receivables'  Warranties,  Representations and Covenants.  To induce
        Buyer to buy receivables and to renders its services to Seller, and with
        full  knowledge  that the truth and accuracy of the  following are being
        relied upon by the Buyer in determining whether to accept receivables as
        Purchased  Receivables,  Seller  represents,   warrants,  covenants  and
        agrees, with respect to each Invoice Transmittal  delivered to Buyer and
        each receivable described therein, that:

        (A) Seller is the  absolute  owner of each  receivable  set forth in the
        Invoice  Transmittal  and has full  legal  right to sell,  transfer  and
        assign such receivables;

        (B) The correct amount of each receivable is as set forth in the Invoice
        Transmittal and is not in dispute;

        (C)  The  payment  of  each   receivable  is  not  contingent  upon  the
        fulfillment  of any  obligation or contract,  past or future and any and
        all  obligations  required of the Seller have been  fulfilled  as of the
        date of the Invoice Transmittal;

        (D) Each receivable set forth on the Invoice  Transmittal is based on an
        actual sale and delivery of goods and/or services actually rendered,  is
        presently  due and owing to Seller,  is not past due or in default,  has
        not been previously sold, assigned, transferred, or pledged, and is free
        of any and all liens,  security  interests and  encumbrances  other than
        liens, security interests or encumbrances in favor of Buyer or any other
        division or affiliate of Silicon Valley Bank;

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         (E) There are no defenses, offsets, or counterclaims against any of the
         receivables,  and no  agreement  has been made under  which the Account
         Debtor may claim any deduction or discount,  except as otherwise stated
         in the Invoice Transmittal;

         (F) Each  Purchased  Receivable  shall be the property of the Buyer and
         shall be collected by Buyer, but if for any reason it should be paid to
         Seller, Seller shall promptly notify Buyer of such payment,  shall hold
         any checks,  drafts,  or monies so received in trust for the benefit of
         Buyer, and shall promptly transfer and deliver the same to the Buyer;

         (G) Buyer  shall have the right of  endorsement,  and also the right to
         require  endorsement by Seller,  on all payments received in connection
         with each Purchased Receivable and any proceeds of Collateral;

         (H) Seller,  and to Seller's best  knowledge,  each Account  Debtor set
         forth in the Invoice Transmittal,  are and shall remain solvent as that
         term is defined in the United States Bankruptcy Code and the California
         Uniform  Commercial  Code,  and no such Account Debtor has filed or had
         filed against it a voluntary or  involuntary  petition for relief under
         the United States Bankruptcy Code;

         (I) Each  Account  Debtor  named on the  Invoice  Transmittal  will not
         object to the  payment  for,  or the  quality  or the  quantity  of the
         subject  matter  of,  the  receivable  and is liable for the amount set
         forth on the Invoice Transmittal;

         (J) Each Account Debtor shall promptly be notified, after acceptance by
         Buyer,  that the Purchased  Receivable  has been  transferred to and is
         payable  to Buyer,  and  Seller  shall not take or permit any action to
         countermand such notification; and

         (K) All  receivables  forwarded to and accepted by Buyer after the date
         hereof, and thereby becoming Purchased  Receivables,  shall comply with
         each  and  every  one of  the  foregoing  representations,  warranties,
         covenants and agreements referred to above in this Section 6.1.

         6.2. Additional Warranties,  Representations and Covenants. In addition
to the foregoing warranties,  representations and covenants,  to induce Buyer to
buy receivables and to render its services to Seller,  Seller hereby represents,
warrants, covenants and agrees that:

         (A) Seller will not assign,  transfer,  sell,  or grant,  or permit any
         lien or security interest in any Purchased Receivables or Collateral to
         or in favor of any other party,  without Buyer's prior written consent,
         except for  purchase  money  security  interests  in  equipment  in the
         ordinary  course  of  business  and  leases by Seller  (as  lessee)  of
         equipment in the ordinary course of business;

         (B) The Seller's name, form of  organization,  chief executive  office,
         and the place where the records  concerning  all Purchased  Receivables
         and  Collateral  are  kept  is set  forth  at  the  beginning  of  this
         Agreement,  Collateral is located only at the location set forth in the
         beginning of this Agreement, or, if located at any additional location,
         as set forth on a schedule attached to this Agreement,  and Seller will
         give Buyer written notice of any changes or additions to any such name,
         organization,  chief executive  office or other locations of Collateral
         or records  concerning  Purchased  Receivables  or Collateral and shall
         execute any  documents  necessary  to perfect  Buyer's  interest in the
         Purchased Receivables and the Collateral;

         (C) Seller shall (i) pay all of its normal gross payroll for employees,
         and all federal and state  taxes,  as and when due,  including  without
         limitation  all payroll and  withholding  taxes and state sales  taxes;
         (ii)  deliver  at any time and from  time to time at  Buyer's  request,
         evidence  satisfactory to Buyer that all such amounts have been paid to
         the proper taxing authorities; and (iii) if requested by Buyer, pay its
         payroll  and related  taxes  through a bank or an  independent  payroll
         service acceptable to Buyer.

         (D) Seller has not, as of the time Seller  delivers to Buyer an Invoice
         Transmittal,  or as of the time Seller  accepts any Advance from Buyer,
         filed  a  voluntary   petition  for  relief  under  the  United  States
         Bankruptcy  Code or had filed  against it an  involuntary  petition for
         relief;

         (E) If  Seller  owns,  holds or has any  interest  in,  any  registered
         copyrights,   patents  or  trademarks,  and  licenses  of  any  of  the
         foregoing,   such   interest  has  been   disclosed  to  Buyer  and  is
         specifically listed and identified on a schedule to this Agreement, and
         Seller shall  immediately  notify Buyer if Seller hereafter obtains any
         interest in any additional registered copyrights,  patents,  trademarks
         or  licenses  that are  significant  in value  or are  material  to the
         conduct of its business;

         (F) Seller shall provide Buyer with: (i) a Compliance  Certificate on a
         quarterly  basis to be  received  by  Buyer  no later  than the 20 days
         following each calendar quarter or on a more frequent or other basis if
         and as requested by Buyer in its good faith  business  judgment,  (iii)
         monthly  financial  statements  (including  balance  sheet  and  income
         statement)  of Seller  within 20 days after the end of each month,  and
         monthly accounts  payable aging and accounts  receivable aging (aged by
         invoice date) within 20 days after the end of each month;  (iv) Annual,
         unqualified  financial  statements  of Seller,  audited by  independent
         certified public accountants acceptable to Buyer, within 120 days after
         the end of each fiscal year of Seller;

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         (G) Seller shall  provide  Buyer with a deferred  revenue  listing upon
         request;

         (H) On request by Buyer,  Seller will promptly  furnish any information
         Buyer may  reasonably  request  to  determine  financial  condition  of
         Seller, including, but not limited to all of Seller's Obligations,  and
         the condition of any of Seller's  receivables which may include but are
         not limited to Purchased Receivables; and

         (I) Seller will at all times  maintain  its primary  operating  deposit
         accounts  with Buyer and not less than 90% of its total  cash,  deposit
         accounts and investments with Buyer, and as to any deposit accounts and
         investment accounts maintained with another institution, Borrower shall
         cause  such  institution  to enter  into a  control  agreement  in form
         acceptable  to Buyer in its good faith  business  judgment  in order to
         perfect  Buyer's  first-priority  security  interest  in  said  deposit
         accounts and investment accounts (except that a control agreement shall
         not be required with respect to up to $500,000  maintained with Paragon
         Bank to secure a loan by Paragon Bank to Seller); and

         (J) Seller will not make any transfers,  to any of its  wholly-owned or
         partially-owned subsidiaries, of money, property or any other assets of
         any kind, in any  transaction  of any kind (whether as a loan,  payment
         for goods or  services,  royalty,  or any other  payment  of any kind),
         except for transfers of funds in a total amount for all subsidiaries in
         an aggregate net amount not to exceed a total of $240,000 in any fiscal
         quarter of Seller (on a  non-cumulative  basis and net of any  payments
         received by Seller from any such subsidiaries); and

         (K) Seller shall promptly set up a lock-box  agreement with Wells Fargo
         Bank and Buyer on terms  acceptable to Buyer in its good faith business
         judgment,  and  Seller  shall  keep the same in full  force and  effect
         throughout the term of this Agreement,  and until all Obligations  have
         been paid and performed in full.

         (L) Concurrently, Seller shall cause all of its subsidiaries to execute
         and deliver to Buyer a Continuing  Guaranty  with respect to all of the
         Obligations,  on Silicon's standard form, and certified  resolutions or
         other  evidence of authority with respect to the execution and delivery
         of such Guaranty.  Throughout the term of this Agreement Borrower shall
         cause such Guaranty to continue in full force and effect, to the extent
         permitted by applicable law.

7.  Adjustments.  In the  event  of a  breach  of  any  of the  representations,
warranties,  or  covenants  set  forth  in  Section  6.1,  or in the  event  any
Adjustment or dispute is asserted by any Account  Debtor,  Seller shall promptly
advise Buyer and shall,  subject to the Buyer's approval,  resolve such disputes
and advise Buyer of any adjustments. Unless the disputed Purchased Receivable is
repurchased by Seller and the full Repurchase Amount is paid, Buyer shall remain
the absolute owner of any Purchased Receivable which is subject to Adjustment or
repurchase under Section 4.2 hereof,  and any rejected,  returned,  or recovered
personal property, with the right to take possession thereof at any time, and if
such  possession  is not  taken by Buyer,  Seller  is to  resell it for  Buyer's
account at Seller's  expense  with the  proceeds  made  payable to Buyer.  While
Seller retains  possession of said returned  goods,  Seller shall segregate said
goods and mark them "property of Silicon Valley Bank."

8. Security  Interest.  To secure the prompt payment and performance to Buyer of
all of the Obligations, Seller hereby grants to Buyer a continuing lien upon and
security  interest in all of Seller's now existing or hereafter  arising  rights
and  interest in the  following,  whether  now owned or  existing  or  hereafter
created,   acquired,  or  arising,  and  wherever  located  (collectively,   the
"Collateral"):

         (A)  All  accounts,   receivables,   contract  rights,  chattel  paper,
         instruments, documents, letters of credit, bankers acceptances, drafts,
         checks, cash, securities, and general intangibles,  including,  without
         limitation, all claims, causes of action, deposit accounts, guaranties,
         rights in and claims  under  insurance  policies  (including  rights to
         premium  refunds),   rights  to  tax  refunds,   copyrights,   patents,
         trademarks,  rights  in and  under  license  agreements,  and all other
         intellectual property;

         (B)  All  inventory,  including  Seller's  rights  to any  returned  or
         rejected  goods,  with respect to which Buyer shall have all the rights
         of any  unpaid  seller,  including  the rights of  replevin,  claim and
         delivery, reclamation, and stoppage in transit;

         (C) All  monies,  refunds  and other  amounts  due  Seller,  including,
         without limitation,  amounts due Seller under this Agreement (including
         Seller's right of offset and recoupment);

         (D) All equipment, machinery, furniture, furnishings,  fixtures, tools,
         supplies and motor vehicles;

         (F) All accessions to,  substitutions  for, and replacements of, all of
         the foregoing;

         (G) All books and records pertaining to all of the foregoing; and

         (H)  All  proceeds  of  the  foregoing,  whether  due to  voluntary  or
         involuntary disposition,  including insurance proceeds;

                                       6
<PAGE>

         provided that, anything herein to the contrary  notwithstanding,  Buyer
         shall have a security interest in the Seller's copyrights, patents, and
         trademarks  only to the  extent  that a judicial  authority  (including
         without  limitation  a U.S.  Bankruptcy  Court)  holds that a perfected
         security  interest  in  such  copyrights,  patents,  or  trademarks  is
         necessary to have a perfected security interest in the proceeds thereof
         (including without limitation proceeds consisting of accounts, accounts
         receivable, royalties, payment intangibles, and other rights to payment
         arising from, in connection with or relating to such collateral  Seller
         is not  authorized to sell,  assign,  transfer or otherwise  convey any
         Collateral  without Buyer's prior written  consent,  except for (i) the
         sale of finished  inventory in the  Seller's  usual course of business,
         and (ii)  dispositions  of  damaged,  excess,  unutilized  or  obsolete
         inventory,  equipment,  machinery,  furniture,  furnishings,  fixtures,
         tools,  supplies and motor vehicles in the ordinary course of business.
         Seller agrees to sign UCC financing statements, in a form acceptable to
         Buyer,  and any other  instruments and documents  requested by Buyer to
         evidence, perfect, or protect the interests of Buyer in the Collateral.
         Seller  agrees to deliver to Buyer the  originals  of all  instruments,
         chattel  paper  and  documents   evidencing  or  related  to  Purchased
         Receivables and Collateral.

9. Default.  The occurrence of any one or more of the following shall constitute
an Event of Default hereunder.

         (A) Seller fails to pay any amount owed to Buyer as and when due;

         (B) There shall be  commenced  by or against  Seller any  voluntary  or
         involuntary  case  under the  United  States  Bankruptcy  Code,  or any
         assignment  for the benefit of creditors,  or appointment of a receiver
         or custodian for any of its assets;

         (C) Seller  shall  become  insolvent in that its debts are greater than
         the fair value of its  assets,  or Seller is  generally  not paying its
         debts as they become due or is left with unreasonably small capital;

         (D) Any involuntary lien, garnishment, attachment or the like is issued
         against or attaches to the  Purchased  Receivables  or any  Collateral,
         unless the same is  discharged or fully bonded  against  within 10 days
         after the same arises;

         (E) Seller shall  breach any  covenant or agreement  herein or relating
         hereto,  which is not cured  within 3 business  days after such  breach
         occurs;

         (F) Any  representation  by Seller herein or in connection  herewith is
         untrue in any material respect when made or deemed made;

         (G) Seller is not in compliance with, or otherwise is in default under,
         any term of any document,  instrument  or agreement  evidencing a debt,
         obligation  or liability  of any kind or  character  of Seller,  now or
         hereafter  existing,  in favor of Buyer or any division or affiliate of
         Silicon  Valley Bank,  regardless  of whether such debt,  obligation or
         liability is direct or indirect,  primary or secondary,  joint, several
         or joint and several, or fixed or contingent, together with any and all
         renewals and extensions of such debts, obligations and liabilities,  or
         any part thereof;

         (H) An event of default shall occur under any guaranty  executed by any
         guarantor of the  Obligations of Seller to Buyer under this  Agreement,
         or any  material  provision of any such  guaranty  shall for any reason
         cease  to be  valid  or  enforceable  or any  such  guaranty  shall  be
         repudiated or terminated, including by operation of law;

         (I) A default  or event of  default  shall  occur  under any  agreement
         between  Seller and any  creditor  of Seller  that has  entered  into a
         subordination  agreement with Buyer relating to such  agreement,  which
         default  or event of  default  shall not have  been  cured  within  any
         applicable cure period or waived in writing;

         (J) Any creditor that has entered into a  subordination  agreement with
         Buyer  shall  breach  any  of the  terms  of or not  comply  with  such
         subordination  agreement; or

         (K) (i) There is a material adverse change in the business, operations,
         or condition (financial or otherwise) of the Seller (but the de-listing
         of Seller's  stock by the NASDAQ will not, by itself,  be considered to
         be such a  material  adverse  change),  or  (ii)  there  is a  material
         impairment  of  the  prospect  of  repayment  of  any  portion  of  the
         Obligations  or (iii)  there is a material  impairment  of the value or
         priority of Buyer's security interests in the Collateral.

10.  Remedies Upon  Default.  Upon the  occurrence  of an Event of Default,  (1)
without  implying  any  obligation  to buy  receivables,  Buyer may cease buying
receivables or extending any financial  accommodations  to Seller;  (2) all or a
portion of the Obligations  shall be, at the option of and upon demand by Buyer,
or with respect to an Event of Default described in Section 9(B),  automatically
and without notice or demand,  due and payable in full; and (3) Buyer shall have
and may  exercise  all the rights and remedies  under this  Agreement  and under
applicable  law,  including the rights and remedies of a secured party under the
California  Uniform  Commercial Code, all the power of attorney rights described
in Section 5 with respect to all Collateral,  and the right to collect,  dispose
of,  sell,  lease,  use,  and realize  upon all  Purchased  Receivables  and all
Collateral in any commercial  reasonable manner. Seller and Buyer agree that any
notice of sale  required to be given to Seller shall be deemed

                                       7
<PAGE>

to be  reasonable if given ten days prior to the date on or after which the sale
may be held. In the event that the Obligations are accelerated hereunder, Seller
shall repurchase all of the Purchased Receivables as set forth in Section 4.4.

11. Accrual of Interest. If any amount owed by Seller hereunder is not paid when
due, including,  without  limitation,  amounts due under Section 3.5, Repurchase
Amounts,  amounts due under Section 12, and any other Obligations,  such amounts
shall  bear  interest  at a per annum  rate  equal to the per annum  rate of the
Finance  Charges until the earlier of (i) payment in good funds or (ii) entry of
a final  judgment  thereof,  at which  time the  principal  amount  of any money
judgment remaining unsatisfied shall accrue interest at the highest rate allowed
by applicable law.

12.  Fees,  Costs and  Expenses;  Indemnification.  The Seller will pay to Buyer
immediately  upon demand all  reasonable  fees,  costs and  expenses  (including
reasonable fees of attorneys and  professionals  and their  reasonable costs and
expenses)  that Buyer incurs or may from time to time impose in connection  with
any of the following: (a) preparing,  negotiating,  administering, and enforcing
this Agreement or any other agreement executed in connection herewith, including
any amendments, waivers or consents in connection with any of the foregoing, (b)
any  litigation or dispute  (whether  instituted  by Buyer,  Seller or any other
person) in any way relating to the Purchased Receivables,  the Collateral,  this
Agreement or any other agreement  executed in connection  herewith or therewith,
(c) enforcing any rights against Seller or any guarantor, or any Account Debtor,
(d)  protecting or enforcing its interest in the  Purchased  Receivables  or the
Collateral,  (e) collecting the Purchased  Receivables and the Obligations,  and
(f) the  representation  of Buyer in  connection  with  any  bankruptcy  case or
insolvency   proceeding   involving  Seller,  any  Purchased   Receivable,   the
Collateral,  any Account  Debtor,  or any guarantor.  Seller shall indemnify and
hold Buyer  harmless  from and  against any and all  claims,  actions,  damages,
costs,  expenses, and liabilities of any nature whatsoever arising in connection
with any of the foregoing.

13. Severability,  Waiver, and Choice of Law. In the event that any provision of
this  Agreement  is deemed  invalid  by reason of law,  this  Agreement  will be
construed as not  containing  such  provision and the remainder of the Agreement
shall remain in full force and effect.  Buyer retains all of its rights, even if
it makes an  Advance  after an Event of  Default.  If Buyer  waives  an Event of
Default,  it may enforce a later Event of Default.  Any consent or waiver under,
or amendment of, this Agreement must be in writing. Nothing contained herein, or
any action  taken or not taken by Buyer at any time,  shall be  construed at any
time to be indicative of any  obligation or  willingness on the part of Buyer to
amend  this  Agreement  or to grant to Seller  any  waivers  or  consents.  This
Agreement has been transmitted by Seller to Buyer at Buyer's office in the State
of  California  and has been  executed  and  accepted  by Buyer in the  State of
California.  This Agreement  shall be governed by and  interpreted in accordance
with the internal laws of the State of California.

14. Account Collection  Services.  Certain Account Debtors may require or prefer
that all of Seller's  receivables  be remitted to the same address and/or party,
or Seller  and Buyer may agree  that all  receivables  with  respect  to certain
Account  Debtors be paid to one party.  In such event Buyer and Seller may agree
that Buyer shall  collect all  receivables  whether owned by Seller or Buyer and
(provided  that there does not then exist an Event of Default or event that with
notice,  lapse or time or otherwise  would  constitute an Event of Default,  and
subject to Buyer's rights in the Collateral) Buyer agrees to remit to Seller the
amount of the  receivables  collections  it receives with respect to receivables
other than  Purchased  Receivables.  It is understood  and agreed by Seller that
this Section does not impose any  affirmative  duty on Buyer to do any act other
than to turn  over  such  amounts.  All such  receivables  and  collections  are
Collateral and in the event of Seller's default  hereunder,  Buyer shall have no
duty to remit  collections of Collateral  and may apply such  collections to the
obligations  hereunder  and Buyer shall have the rights of a secured party under
the California Uniform Commercial Code.

15. Notices.  All notices shall be given to Buyer and Seller at the addresses or
faxes set forth on the first page of this  Agreement and shall be deemed to have
been  delivered  and  received:  (a) if mailed,  three (3)  calendar  days after
deposited in the United States mail, first class, postage pre-paid,  (b) one (1)
calendar day after deposit with an overnight mail or messenger  service;  or (c)
on the same date of confirmed  transmission if sent by hand delivery,  telecopy,
telefax or telex.

16. Jury Trial.  SELLER AND BUYER EACH HEREBY (a) WAIVE THEIR RESPECTIVE  RIGHTS
TO A JURY TRIAL ON ANY CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT,  ANY  RELATED  AGREEMENTS,  OR ANY OF THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY; (b) RECOGNIZE AND AGREE THAT THE FOREGOING WAIVER CONSTITUTES
A MATERIAL

                                       8
<PAGE>

INDUCEMENT  FOR IT TO ENTER INTO THIS  AGREEMENT;  AND (c) REPRESENT AND WARRANT
THAT IT HAS REVIEWED  THIS WAIVER,  HAS  DETERMINED  FOR ITSELF THE NECESSITY TO
REVIEW THE SAME WITH ITS LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES ALL
RIGHTS TO A JURY TRIAL.

17. Term and Termination.  The term of this Agreement shall be through the first
anniversary  of the  Effective  Date,  and  the  term of  this  Agreement  shall
automatically  be extended for  additional  terms of one year each unless either
party gives written notice of termination to the other at least 30 days prior to
the next date this  Agreement  terminates.  Seller and Buyer shall each have the
right to terminate  this Agreement at any time.  Notwithstanding  the foregoing,
any termination of this Agreement shall not affect Buyer's security  interest in
the  Collateral  and Buyer's  ownership of the Purchased  Receivables,  and this
Agreement  shall  continue  to be  effective,  and Buyer's  rights and  remedies
hereunder shall survive such  termination,  until all transactions  entered into
and Obligations incurred hereunder or in connection herewith have been completed
and satisfied in full.

18. Titles and Section Headings. The titles and section headings used herein are
for convenience only and shall not be used in interpreting this Agreement.

19. Other  Agreements.  The terms and  provisions  of this  Agreement  shall not
adversely  affect  the rights of Buyer or any other  division  or  affiliate  of
Silicon Valley Bank under any other document, instrument or agreement. The terms
of such other  documents,  instruments and agreements shall remain in full force
and effect  notwithstanding  the execution of this Agreement.  In the event of a
conflict  between any provision of this Agreement and any provision of any other
document,  instrument or agreement  between Seller on the one hand, and Buyer or
any other division or affiliate of Silicon Valley Bank on the other hand,  Buyer
shall  determine in its sole  discretion  which  provision  shall apply.  Seller
acknowledges  specifically that any security  agreements,  liens and/or security
interests currently securing payment of any obligations of Seller owing to Buyer
or any other division or affiliate of Silicon  Valley Bank also secure  Seller's
obligations  under  this  Agreement,  and are valid and  subsisting  and are not
adversely affected by execution of this Agreement.  Seller further  acknowledges
that (a) any collateral  under other  outstanding  security  agreements or other
documents between Seller and Buyer or any other division or affiliate of Silicon
Valley Bank secures the  obligations  of Seller under this  Agreement  and (b) a
default  by Seller  under  this  Agreement  constitutes  a default  under  other
outstanding  agreements  between  Seller  and  Buyer or any  other  division  or
affiliate of Silicon Valley Bank.

         IN WITNESS  WHEREOF,  Seller and Buyer have executed this  Agreement on
the day and year above written.

SELLER:  Adept Technology, Inc.


By /s/ Michael W. Overby
   -----------------------------------------
Title  Vice President, Finance and CFO
       ----------------------------------------------



BUYER:  SILICON VALLEY BANK



By /s/ Scott Wiebe
   --------------------------------------------------
Title Vice President
      -----------------------------------------------

Effective Date:  March 21, 2003
               --------------------------------------

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