Exhibit 10.2


                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

         This  Intellectual  Property  Security  Agreement is entered into as of
March 21, 2003 by and between  SILICON VALLEY BANK  ("Secured  Party") and Adept
Technology, Inc. ("Grantor").


                                    RECITALS

         A.  Secured  Party and  Grantor are  parties to that  certain  Accounts
Receivable  Purchase Agreement dated March 21, 2003 (as the same may be amended,
modified or supplemented  from time to time, and individually and  collectively,
the "Financing Agreement";  capitalized terms used herein which are not defined,
have the meanings set forth in the Financing Agreement).

         B.  Pursuant  to the  terms of the  Financing  Agreement,  Grantor  has
granted to Secured Party a security  interest in all of Grantor's  right,  title
and interest,  whether presently existing or hereafter  acquired,  in, to all or
substantially all personal property of Grantor, including without limitation the
below-defined  IP  Collateral  (but only to the  extent  set forth  therein  and
herein).

         NOW, THEREFORE,  as collateral security for the payment and performance
when due of all of the Obligations, Grantor hereby grants, represents, warrants,
covenants and agrees as follows:


                                    AGREEMENT

         1. Grant of Security  Interest.  To secure all of the Obligations under
the  Financing  Agreement  and  any  other  agreements,  instruments,  or  other
documents  related to or executed in  connection  with the  Financing  Agreement
(collectively, the "Financing Documents") and subject to limitation set forth in
the last  paragraph  of this  Section 1,  Grantor  grants and pledges to Secured
Party a security  interest in all of Grantor's right,  title and interest in, to
and under the following (collectively, the "IP Collateral"):

                  (a)  All  of  present  and  future  United  States  registered
copyrights  and copyright  registrations,  including,  without  limitation,  the
registered copyrights, maskworks, software, computer programs and other works of
authorship subject to United States copyright  protection listed in Exhibit A to
this Agreement (and including all of the exclusive  rights  afforded a copyright
registrant in the United States under 17 U.S.C.  ss.106 and any exclusive rights
which may in the future arise by act of Congress or  otherwise)  and all present
and future applications for copyright registrations  (including applications for
copyright registrations of derivative works and compilations) (collectively, the
"Registered Copyrights"), and any and all royalties, payments, and other amounts
payable to Grantor in connection with the Registered  Copyrights,  together with
all renewals and extensions of the Registered  Copyrights,  the right to recover
for all past, present,  and future  infringements of the Registered  Copyrights,
and all computer programs,  computer databases,  computer program flow diagrams,
source codes,  object codes and all tangible property embodying or incorporating
the  Registered  Copyrights,  and all  other  rights  of every  kind  whatsoever
accruing thereunder or pertaining thereto.


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                  (b) All present and future  copyrights,  maskworks,  software,
computer  programs  and other  works of  authorship  subject  to (or  capable of
becoming subject to) United States copyright protection which are not registered
in the United States Copyright Office (the "Unregistered  Copyrights"),  whether
now owned or hereafter acquired, and any and all royalties,  payments, and other
amounts  payable to  Grantor in  connection  with the  Unregistered  Copyrights,
together with all renewals and extensions of the  Unregistered  Copyrights,  the
right  to  recover  for all  past,  present,  and  future  infringements  of the
Unregistered Copyrights, and all computer programs, computer databases, computer
program flow  diagrams,  source  codes,  object codes and all tangible  property
embodying or incorporating the Unregistered Copyrights,  and all other rights of
every kind whatsoever accruing thereunder or pertaining thereto.  The Registered
Copyrights and the Unregistered  Copyrights  collectively are referred to herein
as the "Copyrights."

                  (c)  All  right,  title  and  interest  in and to any  and all
present and future license agreements with respect to the Copyrights.

                  (d) All  present  and future  accounts,  accounts  receivable,
royalties,  payment  intangibles,  and other rights to payment  arising from, in
connection with or relating to the Copyrights, Patents or Trademarks.

                  (e) All  patents,  patent  applications  and like  protections
including, without limitation, improvements, divisions, continuations, renewals,
reissues,  extensions and  continuations-in-part  of the same, including without
limitation the patents and patent  applications  set forth on Exhibit B attached
hereto (collectively, the "Patents");

                  (f) All trademark and servicemark  rights,  whether registered
or not,  applications  to  register  and  registrations  of the  same  and  like
protections,  and the entire goodwill of the business of Grantor  connected with
and symbolized by such trademarks,  including without limitation those set forth
on Exhibit C attached hereto (collectively, the "Trademarks");

                  (g) Any and all claims for damages by way of past, present and
future  infringements  of any of the rights included above,  with the right, but
not  the  obligation,  to sue for and  collect  such  damages  for  said  use or
infringement of the rights identified above;

                  (h) All licenses or other rights to use any of the Copyrights,
Patents or Trademarks,  and all license fees and royalties arising from such use
to the extent permitted by such license or rights;

                  (i) All amendments, extensions, renewals and extensions of any
of the Copyrights, Trademarks or Patents; and

                  (j) All  proceeds  and  products of the  foregoing,  including
without  limitation  all payments  under  insurance or any indemnity or warranty
payable  in respect  of any of the  foregoing,  and all  license  royalties  and
proceeds of infringement  suits,  and all rights  corresponding to the foregoing
throughout  the world and all  re-issues,  divisions,  continuations,  renewals,
extensions and continuations-in-part of the foregoing.

Anything  herein to the  contrary  notwithstanding,  Secured  Party shall have a
security interest in the Copyrights,  Patents, and Trademarks only to the extent
that a judicial authority (including

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<PAGE>

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 the IP Collateral).

         2.  Financing   Agreement.   This  security   interest  is  granted  in
conjunction  with the  security  interests  granted to Secured  Party  under the
Financing  Agreement.  The rights and remedies of Secured  Party with respect to
the security  interest  granted hereby are in addition to those set forth in the
Financing Agreement and any other Financing  Documents,  and those which are now
or  hereafter  available  to Secured  Party as a matter of law or  equity.  Each
right, power and remedy of Secured Party provided for herein or in the Financing
Agreement or any of the other Financing Documents,  or now or hereafter existing
at law or in equity shall be cumulative  and concurrent and shall be in addition
to every right,  power or remedy provided for herein and the exercise by Secured
Party of any one or more of the rights,  powers or remedies provided for in this
Agreement,  the Financing Agreement or any of the other Financing Documents,  or
now  or  hereafter  existing  at  law  or in  equity,  shall  not  preclude  the
simultaneous or later exercise by any person, including Secured Party, of any or
all other rights, powers or remedies.

         3. Covenants and Warranties.  Grantor represents,  warrants,  covenants
and agrees as follows:

                  (a) Grantor has no present  copyrights,  maskworks,  software,
computer  programs  and other  works of  authorship  registered  with the United
States Copyright Office except as disclosed on Exhibit A hereto.

                  (b) Grantor shall  undertake all reasonable  measures to cause
its  employees,  agents and  independent  contractors  to assign to Grantor  all
rights of  authorship  to any  copyrighted  material in which Grantor has or may
subsequently acquire any right or interest.

                  (c)  Grantor  shall  promptly  advise  Secured  Party  of  any
Trademark, Patent or Registered Copyright not specified in this Agreement, which
is hereafter acquired by Grantor.

                  (d)  With  respect  to any  copyrights,  maskworks,  software,
computer  programs  or other  works  of  authorship  subject  to  United  States
copyright protection registered with the United States Copyright Office, Grantor
agrees to execute and file such other instruments, and take such further actions
as Secured Party may reasonably request from time to time to perfect or continue
the  perfection  of Secured  Party's  interest in the IP  Collateral,  including
without   limitation  the  filing  with  the  United  States  Copyright  Office,
simultaneously  with the  filing  by  Grantor  of the  application  for any such
registration,  of a copy  of  this  Agreement  or a  Supplement  hereto  in form
acceptable to Secured Party  identifying  the copyrights,  maskworks,  software,
computer  programs or other works of authorship  being registered and confirming
the grant of a security interest therein in favor of Secured Party.

         4.  General.  If any action  relating to this  Agreement  is brought by
either  party  hereto  against the other party,  the  prevailing  party shall be
entitled to recover  reasonable  attorneys fees, costs and  disbursements.  This
Agreement  may be amended  only by a written  instrument  signed by both parties
hereto.  To the extent that any provision of this  Agreement  conflicts with any
provision of the Financing Agreement, the provision giving Secured Party greater
rights or

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<PAGE>

remedies shall govern, it being understood that the purpose of this Agreement is
to add to, and not detract from,  the rights  granted to Secured Party under the
Financing  Agreement.  This Agreement,  the Financing  Agreement,  and the other
Financing Documents comprise the entire agreement of the parties with respect to
the matters addressed in this Agreement. This Agreement shall be governed by the
laws of the State of California,  without  regard for choice of law  provisions.
Grantor and Secured Party consent to the nonexclusive  jurisdiction of any state
or federal court located in Santa Clara County, California.

         5. Waiver of Right to Jury Trial. SECURED PARTY and GRANTOR each hereby
waive the right to trial by jury in any action or proceeding based upon, arising
out of, or in any way relating to: (i) this Agreement; or (ii) any other present
or future  instrument or agreement  between SECURED PARTY and GRANTOR;  or (iii)
any  conduct,  acts or  omissions  of  SECURED  PARTY or GRANTOR or any of their
directors,   officers,   employees,  agents,  attorneys  or  any  other  persons
affiliated  with  SECURED  PARTY or  GRANTOR;  in each of the  foregoing  cases,
whether sounding in contract or tort or otherwise.

         IN WITNESS WHEREOF,  the parties have cause this Intellectual  Property
Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.

Address of Grantor:                     Grantor:

150 Rose Orchard Parkway                Adept Technology, Inc.
San Jose, CA 95134


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

Address of Secured Party:               Secured Party:

3003 Tasman Drive                       SILICON VALLEY BANK
Santa Clara, California  95054


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

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