AMENDMENT TO LEASE

     THIS  AMENDMENT  TO LEASE  (this  "Amendment")  dated as of this 6th day of
August, 2003 (the "Execution Date"), is by and between TRI-VALLEY CAMPUS I, LLC,
as landlord ("Landlord"), and ADEPT TECHNOLOGY, INC., as tenant ("Tenant").

                                    RECITALS

         A. Landlord and Tenant entered into The Kontrabecki  Group Industrial -
R&D Lease,  including an addendum thereto (the "Addendum"),  dated September 18,
2000   (collectively,   the  "Lease"),   for  certain  premises   consisting  of
approximately  Two Hundred Nineteen  Thousand Eight Hundred  Eighteen  (219,818)
square feet of goss leasable area in various  buildings  commonly known as 3011,
3055 and 3077 Triad Drive in the City of Livermore,  County of Alameda, State of
California,   as  more  particularly  described  in  the  Lease  (the  "Original
Premises").  The Original  Premises were defined in the Lease as the "Premises."
Except as expressly set forth herein to the contrary, all capitalized terms used
in the  Amendment  shall have the same meanings as ascribed to such terms in the
Lease.

         B. The Original Premises consist of approximately Seventy Four Thousand
Seven Hundred  Sixty Eight  (74,768)  square feet of gross  leasable area in the
building at 3011 Triad Drive and  approximately  One Hundred Forty Five Thousand
Fifty (145,050)  square feet of gross leasable area in the buildings at 3055 and
3077 Triad Drive (the "Expansion Premises").

         C. Tenant has requested that Landlord  modify the Lease (and subject to
the terms and  conditions  contained  herein  Landlord  is willing to modify the
Lease) to,  among other  things,  (i) reduce the area  comprising  the  Original
Premises by eliminating  the Expansion  Premises from the area  comporising  the
Original Premises, (ii) permit Tenant to reduce the monthly installments of Rent
otherwise  required  to be paid by Tenant,  and (iii)  provide  for  Landlord to
forbear from taking  certain  actions  against Tenant  notwithstanding  Tenant's
prior breach of the Lease.

         D.  Landlord and Tenant now desire to modify and  supplement  the Lease
upon the terms, conditions and covenants hereinafter provided.

     NOW,  THEREFORE,  in consideration  of the terms,  conditions and covenants
contained in this  Amendment and other valuable  consideration,  the receipt and
adequacy of which is hereby  acknowledged,  Landlord and Tenant  hereby agree to
amend the Lease as follows:

                                    AGREEMENT

     1.  Acknowledgments  by Tenant.  Tenant advises Landlord that no default or
event that with the passage of time, the giving of notice,  or both,  that would
constitute a default or breach by Tenant has occurred and is  continuing  except
as  disclosed  on Exhibit "A" to this  Amendment  (collectively,  the  "Existing
Defaults").  Tenant  acknowledges  that,  as  result of the  Existing  Defaults,
Landlord has the right to terminate  the Lease and to recover  possession of the


<PAGE>

Original  Premises and damages for Tenant's  breach in accordance with Paragraph
16 of the  Lease.  Tenant  further  acknowledges  that  by  entering  into  this
Amendment,  Tenant will receive substantial  benefits,  including the following:
(a)  Tenant  desires to retain a portion of the space  comprising  the  Original
Premises  but does not require  all such space and will be allowed to  surrender
such excess  space to Landlord,  (b) if Tenant  timely makes each of the Minimum
Monthly Payments (as defined in Paragraph  4(a)(i) below) on or before the first
(1st) day of each calendar  month during the remainder of the term of the Lease,
Landlord  will  forbear  from  requiring  Tenant's  satisfaction  of the Accrued
Obligations (as defined in Paragraph 4(a)(ii) below), and (c) but for Landlord's
agreements  in this  Amendment,  Tenant  would be subject  to damages  and other
remedies  as a result of the  Existing  Defaults  and for failing to satisfy the
Accrued Obligations as and when due.

     2.  Surrender of Expansion  Premises.  On the Effective Date (as defined in
Paragraph  12),  Tenant shall  surrender to Landlord the  Expansion  Premises in
accordance  with the terms  set  forth in  Paragraph  26 of the  Lease,  and the
parties shall have no further  rights or  obligations to each other with respect
to the Expansion  Premises,  provided that any Rent  (including  Base Rent, Real
Property  Taxes and Direct  Operating  Expenses)  that  otherwise  would  become
payable by Tenant with respect to the  Expansion  Premises  shall be included in
the Accrued  Obligations.  Landlord  shall have the right to relet the Expansion
Space on terms and conditions as Landlord may determine in its sole discretion.

     3. Term. As of the Effective  Date, the Expiration  Date (as defined in the
Lease) of the term of the Lease shall be May 31, 2011,  unless sooner terminated
pursuant to the terms of the Lease and this Amendment.

     4. Minimum Monthly Payment; Forbearance; Deposit; Promissory Note.

          (a) Definitions.

            (i) Minimum Monthly  Payment.  As used in this  Amendment,  the term
"Minimum Monthly Payment" means the sum of the following (A) Eighty Two Thousand
Two Hundred Forty Four and 80/100 Dollars  ($82,244.80)  per month (the "Minimum
Base Monthly  Payment") plus (B) Thirty Three and 88/100 Percent (33.88%) of the
Real Property Taxes and Direct Operating Expenses for the Property (the "Minimum
Additional  Rent").  Until such time as Landlord  provides Tenant with notice of
any change, the Minimum Additional Rent is estimated to be Twenty Seven Thousand
Dollars  ($27,000.00)  per month.  The Minimum  Base  Monthly  Payment  shall be
adjusted once each year, effective as of June 1 of each year to and amount equal
to the  greater of (i) one  hundred  four  percent  (104%) of the  Minimum  Base
Monthly Payment payable during the immediately preceding month and (ii) the fair
market  value for the 74,768 gross  leasable  square feet space  comprising  the
Premises (the "Fair Market Value"), as determines below.  Landlord shall provide
Tenant with notice of the Fair Market Value (the "Notice") on or before May 1 of
each year to be effective  June 1 of each year. If Landlord fails to deliver the
Notice on or before May 1 of any year,  beginning on June 1, Tenant  nonetheless
shall pay to  Landlord  One Hundred  Four  Percent  (104%) of the  Minimum  Base
Monthly  Payment for the previous year until such time as Landlord  delivers the
Notice to Tenant,  at which time  Tenant  shall  begin to pay the  Minimum  Base
Monthly Payment at the Fair Market


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<PAGE>

Value and  immediately  pay Landlord the amount by which the monthly Fair Market
Value  exceeds the Minimum  Base  Monthly  Payment paid by Tenant for the period
from June 1 until the date on which Landlord provides Tenant with the Notice. If
Tenant disagrees with Landlord's  determination  of the Fair Market Value,  then
Tenant shall provide Landlord with written objection to Landlord's determination
within  seven (7) days after  Tenant  receives  the Notice.  If Tenant  fails to
provide a written  objection  within the seven (7) day period,  then  Landlord's
determination  shall be used as the Fair Market Value. If Tenant timely provides
Landlord  with a  written  objection,  then  the  Fair  Market  Value  shall  be
determined  in  accordance  with the  appraisal  process set forth in the second
paragraph of Paragraph 1.2 of the Addendum,  provided, however, that in no event
shall the Minimum  Base  Monthly  Payment be less than One Hundred  Four Percent
(104%) of the Minimum  Base Monthly  Payment  payable for the last full month of
the immediately preceding year.

            (ii)  Accrued  Obligations.  As  used in this  Amendment,  the  term
"Accrued  Obligations"  shall mean the sum of the  following:  (A) the Base Rent
obligations  of  Tenant  under  the Lease  from and  after  the  Execution  Date
attributable  to the entire Original  Premises,  plus (B) Tenant's Share of Real
Property Taxes and Direct Operating  Expenses for the entire Original  Premises,
plus (C) four percent  (4.0%)  annual  increases of the amount  specified in the
preceding  clause  (A),  plus (D) the amount by which the Deposit (as defined in
Paragraph  3(c)  below),  plus (E) interest on the unpaid  amounts  specified in
clauses (A), (B), (C) and (D)  outstanding  from time to time at a rate equal to
six percent (6.0%),  compounded on a monthly basis, calculated on the basis of a
three  hundred sixty (360) day year.  Provided  Tenant makes each of the Minimum
Monthly  Payments  when due,  from and after the  Execution  Date,  the  Accrued
Obligations  for the first year  following the Execution Date shall accrue at an
amount equal to  approximately  Three Hundred  Eighteen  Thousand  Seven Hundred
Thirty  Six  and  00/100  Dollars  ($318,736.00)  per  month  (which  amount  is
calculated as the monthly Base Rent) plus Tenant's  Share of Real Property Taxes
and Direct  Operating  Operating  Expenses  attributable  to the entire Original
Premises minus the Minimum Monthly Payment.

          (b) Payments by Tenant:  Forbearance  by Landlord.  From and after the
Effective Date, Tenant shall pay to Landlord the Minimum Monthly Payment,  on or
before the first (1st) day of each calendar  month during the term of the Lease,
without  deduction  or offset any kind.  Provided  that  Tenant  timely pays the
Minimum  Monthly Payment on or before the first (1st) day of each calendar month
during the term of the  Lease,  Landlord  temporarily  and  conditionally  shall
forbear from requiring  payment of the Accrued  Obligations that would otherwise
be required to be  satisfied  or paid under the Lease.  The Accrued  Obligations
shall  accrue but shall not be required to be paid unless and until Tenant fails
to pay the  Minimum  Monthly  Payment as and when  required,  at which time such
amount shall be due and payable in full without  notice or demand.  Furthermore,
if Tenant pays all installments of the Minimum Monthly Payment, then starting on
the first day of the month that is thirteen (13) full calendar  months after the
Effective Date, and on the first day of each month thereafter during the balance
of the term of the  Lease,  Landlord  shall  waive any right that it may have to
require the  satisfaction or payment of the Accrued  Obligations  that relate to
any period that is more than twelve (12) full months prior to such date.  By way
of example,  if the first  installment of the Minimum Monthly Payment is paid on
July 1, 2003, and if Tenant makes all payments thereafter


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<PAGE>

due through and  including  July 31, 2004,  then on August 1, 2004,  the Accrued
Obligations  attributable  to the  month  of  July 1,  2003,  shall  be  waived.
Thereafter,  so long as Tenant  continues  to make all  payments  of the Minimum
Monthly Payment required hereby,  as of the first day of each month after August
1, 2004, the Accrued  Obligations  that are attributable to any period more than
twelve (12) full months prior to the month that the Accrued Obligations then due
are to be satisfied  or paid by Tenant  shall be waived.  If Tenant fails to pay
Minimum  Monthly  Payment  when  due  in  any  given  month,  then  the  Accrued
Obligations  that have not  previously  been waived  shall be due and payable in
full.

          (c) Security  Deposit.  From and after the  Execution  Date,  Tenant's
authorizes  Landlord  to apply the Deposit (as defined in the Lease) to defray a
portion of the unpaid Base Rent and Tenant's  Share of Real  Property  Taxes and
Direct Operating  Expenses  attributable to the Original Premises for the period
prior to the Execution Date (collectively,  "Delinquent Obligations").  Landlord
and Tenant acknowledge and agree that the Delinquent Obligations attributable to
the  period  prior to the  Effective  Date  exceed  the  amount of the  Deposit.
Notwithstanding any provision of the Lease to the contrary,  effective as of the
date that is one  hundred  thirty-five  (135)  days  after the  Execution  Date,
provided no default has  occurred by Tenant  under the Lease or this  Amendment,
Tenant shall have no obligation to replenish the Deposit.

     5. No Option to Extend or Right of First Negotiation to Purchase. As of the
Effective  Date and  notwithstanding  Paragraphs  1 and 3 of the Addendum or any
other term, condition or covenant of the Lease to the contrary, Tenant shall not
have an  option to  extend  the term of the  Lease or a right of first  offer or
refusal to purchase the Building, and the provisions of Paragraph 1 and 3 of the
Addendum shall be deemed  deleted  except to the extent that  Paragraph  4(a)(i)
above  incorporates  the appraisal  process set forth in the second Paragraph of
1.2 of the Addendum for determining the Fair Market Value.

     6. Convertible Promissory Note. As additional  consideration for Landlord's
execution of this  Amendment,  Tenant shall  execute and deliver to Landlord  an
unsecured  convertible  promissory note (the "Note") in the face amount equal to
Three  Million  and  00/100  Dollars  ($3,000,000.00).  The  Note  shall  (a) be
convertible  into  capital  stock of Tenant at a price of One and 00/100  Dollar
($1.00) per share, subject to certain adjustments in the event of a stock split,
stock  dividend  or  similar  change in  outstanding  stock or if any of Adept's
stockholder  exercise their redemption rights with respect to Adept's stock, (b)
bear  interest  at six percent  (6%) per annum,  (c) mature on the date which is
three (3) years from the date that the Note is executed, and (d) otherwise be in
the form of Exhibit "B" attached hereto.

     7.  Relocation of Tenant.  At any time after the Effective  Date,  Landlord
shall have the right to require that Tenant vacate the Premises  during the term
of the Lease, in which event Landlord shall relocate Tenant to another  facility
in the "South  Bay Area" or the "East Bay Area" of  California  (defined  as the
region bounded on the south by the City of San Jose, on the north by the City of
Oakland and on the east by the City of Livermore),  provided,  however, Landlord
shall: (a) provided Tenant with reasonable advance notice of the relocation, (b)
provide Tenant with reasonably comparable facility,  (c) pay for Tenant's actual
moving costs and  reasonable


                                      -4-
<PAGE>

tenant  improvements  to the new  facility,  and (d)  relocate  Tenant only once
during the term of the Lease

     8.  Representations  and Warranties by Tenant. In order  to induce Landlord
to execute and deliver this Amendment,  Tenant hereby represents and warrants to
Landlord as  follows,  each of which shall  survive the  Execution  Date and the
Effective Date:

          (a)  Truth  of  Recitals  Statements.  Each  statement  made  in  this
Amendment  including  the  recitals  and each of the other  acknowledgments  and
representations of Tenant herein are true and correct.

          (b) Authority;  No Additional Consent Required.  Tenant has the right,
power and authority to execute,  deliver and perform its obligations  under this
Amendment.  Each of the persons  signing this  Amendment on behalf of Tenant has
full power and authority to do so. The  execution,  delivery and  performance of
this Amendment has been duly  authorized by any necessary  action on the part of
Tenant.

          (c) Validity of Lease. The Lease is a valid and binding  obligation of
Tenant and is legally  enforceable against Tenant in accordance with its express
terms.

          (d) No Event of Default.  Other than the Existing Defaults, no breach,
default  or  defined  event of  default  (and no event  which upon the giving of
notice, the passage of time or both would constitute a breach,  default or event
of default)  presently exists under the Lease.  Landlord has fully performed and
observed  all the  obligations  of  Landlord  under the Lease and  Tenant has no
claims of any kind against Landlord or its employees, agents or representatives.

          (e) Compliance.  To the best of Tenant's  knowledge and belief,  after
due  inquiry  and  investigation,  Tenant has not  violated  any  statute,  law,
ordinance  or  regulation  (including  environmental  laws) of any  governmental
entity or any judgment, decree or order of any court

          (f)  Reaffirmation of Prior  Representations.  Tenant hereby reaffirms
and makes as of the Effective Date each of the  representations,  warranties and
covenants  set forth in the  Lease,  which  shall  survive  any  investigations,
inspections or inquiries made by Landlord or any of its representatives,  except
as expressly modified herein.

          (g)  Solvency.  Tenant  has  not  been  insolvent  (as  defined  under
Subdivision (32) of Section 1 of Title 11 of the United States Code) at any time
since  inception of the Lease through and including the Execution  Date,  Tenant
will not be rendered insolvent by virtue of the Deposit being released by Tenant
to Landlord under Paragraph 4(c) of this  Amendment,  Tenant does not anticipate
being insolvent (as so defined),  if ever, for at least one hundred  thirty-five
(135) days after the Execution  Date, and Tenant,  as of the Execution Date, has
and after the release of the Deposit shall continue to have sufficient assets to
pay all  current and all  foreseeable  obligations.  Tenant does not  anticipate
filing a petition for or having a petition  involuntarily  filed against  Tenant
for any type of  bankruptcy  proceeding  or  action  at any time in the next one
hundred thirty-five (135) days immediately following the Execution Date.


                                      -5-
<PAGE>

          (h)  Deposit.  Landlord is entitled to apply the Deposit to defray the
Delinquent Obligations of Tenant under the Lease.

          (i) Financial Statements. All financial statements delivered by Tenant
to  Landlord  on or prior to the date of this  Amendment  relating  to  Tenant's
financial  condition  were  and are  true  and  correct  as of the  date of such
statements.

          (j) Subleases. Tenant has not assigned or subleased all or any portion
of the Premises.

     9. Release of Claims. As of the Effective Date,  Tenant releases  Landlord,
and its present and former members, agents, attorneys, employees,  predecessors,
successors,  and assigns (collectively,  the "Landlord Parties") of and form any
and all claims, demands,  damages,  liabilities,  losses, costs, and expenses of
every kind and nature  whatsoever,  whether now known or unknown,  suspected  or
unsuspected  which it now has, owns or holds or at any time heretofore ever had,
owned or held or could, shall or may hereafter have, own or hold against any and
all of  Landlord  Parties  based upon any matter,  cause,  fact,  thing,  act or
omission  occurring or existing at any time through and  including the Effective
Date arising out of, in connection  with, or relating to the Lease and any other
agreements between Landlord and Tenant (the "Released Matters").

It is the  intention  of the  parties  in  executing  this  Amendment  that this
Amendment  shall be  effective  as a general  release  of and from all  Released
Matters. In furtherance of the intentions set forth herein,  Tenant acknowledges
that it is  familiar  with  Section  1542 of the  Civil  Code  of the  State  of
California which provides as follows:

     "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
     WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
     DEBTOR."

Tenant, with respect to the Released Matters, hereby waives and relinquishes any
right or benefit  which it has or may have under  Section 1542 of the Civil Code
of the  State  of  California  or any  similar  provision  of the  statutory  or
nonstatutory  law of any  other  jurisdiction,  to the full  extent  that it may
lawfully waive all such rights and benefits.

     10.  Events of Default.  Paragraphs  16.1 (a) and (b) of the Lease shall be
deleted in their entirety and replaced with the following:

          "(a) The  failure  by  Tenant to make any payment  of Base Rent or any
other payment required to be made by Tenant hereunder, as and when due, and such
failure  shall not have been cured within three (3) days after a written  notice
thereof from Landlord;

          (b) Tenant's failure to perform any other term,  covenant or condition
contained in the Lease and such failure  shall have  continued for five (5) days
after written notice of


                                       -6-
<PAGE>
such failure is given to Tenant."

     11.  Brokers.  Landlord and Tenant each  represent and warrant to the other
that they have had no dealings with any real estate  broker,  agent or finder in
connection  with the  negotiation  or  execution of this  Amendment.  Each party
hereto  shall  indemnify  and hold  harmless  the other  party from any  claims,
including  reasonable  attorney's fees,  by a broker,  agent or  finder  for any
leasing  commission  which  may be  claimed  as a result of the  actions  of the
indemnifying party.

     12.  Conditions   Precedent  to  Effectiveness  of  Admendment.  Landlord's
obligations  under  this  Amendment  are  subject  to the  following  conditions
precedent,  each of which is for the sole  benefit  of  Landlord:

         (a) Truth of Representations. Each of the representations,  warranties,
acknowledgments and statements of fact in this Amendment, including those in the
recitals, schedules and exhibits hereto, shall be true, correct and complete.

          (b) No Default.  Other than the Existing Defaults, no default or event
of default shall have  occurred  under the Lease or would exist after the giving
of notice, the passage of time or both.

          (c)  Financial  Condition.  There shall have been no material  adverse
change in the financial  condition of any Tenant from and after the execution of
this Amendment.

          (d) Lender  Approval.  Landlord shall have obtained written consent to
this Amendment from its lenders, Fremont Bank and Lehman Brothers.

          (e) Tenant  Financing.  Tenant shall have entered into agreements with
Silicon  Valley  Bank  ("SVB")  pursuant to which  Tenant  shall have the right,
subject  to terms and  conditions  required  by SVB,  to borrow  under a working
capital line of credit not less than One Million Five  Hundred  Thousand  Dollar
($1,500,000.00).

          (f) Surrender.  Tenant shall have vacated and  surrendered to Landlord
the Expansion Premises in the condition required by Paragraph 26 of the Lease.

          (g)  Convertible  Note.  Tenant shall have  executed and delivered the
Note.

Tenant  shall  use its best  faith  efforts  to  satisfy  each of the  foregoing
conditions  (other than the condition  referred to in Paragraph 12(d),  which is
not under its control).  If for any reason any of the foregoing  conditions  are
not  satisfied  or waived in writing  by  Landlord  on or before  August 7, 2003
(unless such date is extended in Landlord's sole and absolute  discretion), then
this  Amendment  shall be null and void and both  parties  shall be  relieved of
their obligations  hereunder and the Lease shall remain in full force and effect
without  giving  effect  to this  Amendment.  The date  upon  which  each of the
conditions precedent set forth above have been satisfied or waived in writing by
Landlord is referred to herein as the "Effective Date".


                                       -7-
<PAGE>

     13. No Additional  Obligations  of Landlord.  Except as expressly set forth
herein,  Landlord has no obligation to Tenant to extend the terms of the payment
of any  rent or other  indebtedness  owing to  Landlord,  to amend or waive  any
provisions  of the Lease,  or to  otherwise  alter any of  Landlord's  security,
rights or remedies,  except as set forth herein. Tenant acknowledges that it has
been informed by Landlord that Landlord shall be entitled to exercise all of its
rights and  remedies  under the Lease to the maximum  extent  possible  upon the
occurrence of an event of default (other than Exisiting Default).

     14. No Claims.  Tenant acknowledges and agrees that: (a) it has no claim or
cause of action against Landlord arising from or in connection with the Lease or
otherwise;  (b) it has no offset or defense  against  rent or other  obligations
owing to Landlord;  and (c)  Landlord  has  heretofore  properly  performed  and
satisfied  in a timely  manner  all of its  obligations  to and  contracts  with
Tenant.

     15. Effect Of This  Amendment.  Except as expressly  modified  herein,  the
Lease shall remain effective  according to their terms and is hereby  reaffirmed
and  ratified  and  Tenant  shall  comply  with all of the terms and  conditions
thereof.

     16.  Relationship  of Landlord and Tenant.  Landlord and Tenant intend that
the relationship between them shall be solely that of landlord and tenant.

     17. General Conditions.

          (a) No Waiver.  No delay or omission of  Landlord  in  exercising  any
right or power arising from any default by Tenant shall be construed as a waiver
of such default or as an acquiescence  therein,  nor shall any single or partial
exercise  thereof preclude any further  exercise  thereof.  Landlord may, at its
option,  waive any of the  conditions  herein and any such  waiver  shall not he
deemed a waiver of Landlord's rights  hereunder but shall be deemed to have been
made in pursuance of this Amendment and not in modification  thereof.  No waiver
of any event of default shall be construed to be a waiver of or  acquiescence in
or consent to any preceding or subsequent event of default.

          (b) No  Third  Party  Benefits.  This  Amendment  is made for the sole
benefit of Tenant and Landlord, their successors and assigns and no other person
or  persons  shall  have any  rights  or  remedies  under or by  reason  of this
Amendment.

          (c)  Documentation.  In  addition  to the  instruments  and  documents
mentioned  or referred to herein,  Tenant  shall,  at its own cost and  expense,
supply Landlord with such other instruments,  documents, information and data as
may, in Landlord's opinion, be reasonably necessary for the purposes hereof, all
of which shall be in form and content acceptable to Landlord.

          (d) Couse of Dealing;  Waivers. No failure or delay by Landlord or its
officers,  employees  or agents in the  exercise of any right under the Lease or
this  Amendment  shall  operate as a waiver  thereof,  and any single or partial
exercise of any such right  shall not  preclude  any later  exercise of any such
right. Landlord's failure at any time to require strict


                                       -8-
<PAGE>

performance  by Tenant of any provision of this  Amendment  shall not thereafter
affect any right under this  Amendment of Landlord to demand  strict  compliance
and  performance.  Any suspension or waiver of a right under this Amendment must
be in writing signed by an officer of Landlord.

          (e) Headings.  The headings used herein are for the convenience of the
parties only and shall not be used to interpret the terms of this Amendment.

          (f) Attorney's  Fees. If any action or proceeding at law or in equity,
or an arbitration proceeding (collectively an "action"),  shall be brought under
this Amendment for or on account of any breach of or to enforce or interpret any
of the terms, covenants,  or conditions of this Amendment,  the prevailing party
shall be entitled to recover from the other party its reasonable attorneys' fees
and costs and expenses incurred in connection with the prosecution or defense of
such action or the settlement of such controversy.

          (g) Waiver of Jury Trial.  LANDLORD  ANY TENANT EACH  ACKNOWLEDGE  AND
AGREE THAT ANY  CONTROVERSY  WHICH MAY ARISE UNDER THIS  AMENDMENT  OR THE LEASE
WOULD BE BASED UPON  DIFFICULT AND COMPLEX  ISSUES,  AND  THEREFORE,  TENANT AND
LANDLORD  EACH  HEREBY  WAIVE  ANY  RIGHT  TO A TRIAL BY JURY IN ANY  ACTION  OR
PROCEEDING  (INCLUDING ACTIONS SOUNDING IN TORT) TO ENFORCE OR DEFEND ANY RIGHTS
UNDER  THIS  AMENDMENT  OR  THE  LEASE  RELATING  HERETO  OR  ARISING  FROM  THE
TRANSACTION  CONTEMPLATED HEREUNDER OR LANDLORD/TENANT  RELATIONSHIP BETWEEN THE
PARTIES AND AGREE THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE TRIED IN A COURT
OF COMPETENT JURISDICTION BY A JUDGE AND NOT BY A JURY.

          (h)  Counterparts.  This  Amendment  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
taken together shall be deemed one and the same instrument.

          (i) Severabiltiy.  If any provision of this Amendment or the documents
executed in connection  herewith  conflicts with  applicable law, such provision
shalt be deemed  severed  from  this  Amendment  or the  documents  executed  in
connection herewith, as the case may be, and the balance thereof shall remain in
full force and effect.

          (j)  Advice of  Counsel.  Tenant  acknowledges  that it has sought the
advice of, and has been advised by, legal  counsel of its choice,  in connection
with the  negotiation of this Amendment,  and that Tenant has willingly  entered
into  this  Amendment  with  full  understanding  of  the  legal  and  financial
consequences of this Amendment.


                                       -9-
<PAGE>

        IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be
executed as of the Execution Date.

"LANDLORD"                                    "TENANT"
TRI-VALLEY CAMPUS I, LLC                      ADEPT TECHNOLOGY, INC.


By: /s/ John T. Kontrabecki                   By: /s/ Brian R. Carlisle
   ------------------------------                ------------------------------
Print Name: John T. Kontrabecki               Print Name: Brian R. Carlisle
            ---------------------                        ----------------------
Its: Managing Member                          Its: President
    -----------------------------


                                              By: /s/ Michael W. Overby
                                                 ------------------------------
                                              Print Name: Michael W. Overby
                                                         ----------------------
                                              Its: Vice President


                                      -10-
<PAGE>

                                   EXHIBIT A

                               EXISTING DEFAULTS

Month                  Rent               Triple Net Expense   Total
-----                  ----               ------------------   -----
February 2003          331,485            77,501               408,986
March    2003          331,485            77,501               408,988
Apr11    2003          331,485            77,501               408,986
May      2003          331,485            77,501               408,986
                       -------            ------               -------

Total                  $1,325,940         $310,004             $1,635,944


                                      -11-
<PAGE>

                                   Exhibit B

                          CONVERTIBLE SUBORDINATED NOTE

$3,000,000                                                          July  , 2003

     FOR VALUE RECEIVED, the undersigned,  ADEPT TECHNOLOGY,  INC. ("Borrower"),
hereby  promises to pay to TRI-VALLEY  CAMPUS I, LLC ("Lender"),  or order,  the
principal  sum  or so  much  of  the  principal  sum of  Three  Million  Dollars
($3,000,000) as remains unpaid together with accrued interest as provided herein
on the Maturity Date.

A    Interest. Interest shall accrue on all obligations hereunder at a per annum
     rate  equal to six  percent (6.0%).  Interest  payable  hereunder  shall be
     calculated  on the basis of a three hundred sixty (360) day year for actual
     days  elapsed.   All  accrued  interest  shall  be due and  payable  on the
     Maturity Date.  Notwithstanding the foregoing,  the principal sum hereunder
     shall  bear  interest,  from  and  after  the  occurrence  and  during  the
     continuance of an Event of Default,  at a rate equal to five (5) percentage
     points  above  the  interest  rate  applicable  immediately  prior  to  the
     occurrence of the Event of Default. In no event, however, will the interest
     rate  payable  hereunder  exceed  the  maximum  interest  rate  allowed  by
     applicable  usury  and  other  laws  (the  "Maximum  Legal  Rate")  and the
     Borrower's  obligations under this Note will be reduced if necessary to not
     exceed the Maximum Legal Rate.

B    Payment.

     a.   Principal  Payments.  On the Maturity Date, all outstanding  principal
          and all accrued and unpaid  interest shall become  immediately due and
          payable.

     b.   Prepayment. Borrower shall have the right to prepay all or any portion
          of the amounts outstanding under this Note at the rates stated herein,
          upon providing fifteen business days notice of its intention to repay,
          indicating  the amount of such  prepayment.  Upon  notice Lender would
          have the  right to  convert  this  note  during  such  five  days from
          delivery of notice of Borrower's intention to repay.

     c.   Form of Payment.  Except as otherwise  provided herein,  principal and
          interest and all other  amounts due hereunder are to be paid in lawful
          money of the United States of America in federal or other  immediately
          available funds.

C    Events of Default; Remedies.

     a.   Definition of Event of Default.  The  occurrence of any one or more of
          the following events shall constitute an "Event of Default" hereunder:
<PAGE>

          i.   Payment  Default.  Borrower's breach of the obligation to pay the
               principal  outstanding  and/or interest accrued  hereunder on the
               applicable due date.

          ii.  Bankruptcy. If Borrower becomes insolvent or the  institution  by
               Borrower of an Insolvency  Proceeding or the institution  against
               Borrower of an Insolvency Proceeding;

          iii. Material  Adverse  Change.  If there  occurs a  material  adverse
               effect  on  the  business  operations,  condition  (financial  or
               otherwise) or prospects of Borrower or the ability of Borrower to
               repay or otherwise perform its obligations under this Note.

          iv.  Cross-Acceleration.  The  occurrence of any default or failure to
               perform under any agreements entered into by Borrower  subsequent
               to the date of this note that constitute  material  agreements of
               the  Borrower,  to  which  Borrower  is a party or by which it is
               bound  resulting  in  a  right  by  Lender,   including   without
               limitation  that certain  Lease,  dated  September  18, 2000,  as
               amended,  between  Lender and Borrower,  for premises  located in
               Livermore,  California,  whether or not exercised,  to accelerate
               the maturity of any  indebtedness in an amount in excess of Fifty
               Thousand Dollars ($50,000).  Notwithstanding the foregoing,  such
               default  shall not  constitute  a default  for  purposes  of this
               agreement  if such  default or  failure  to perform is  corrected
               within ten (10)  business  days after  notice of such  default is
               delivered by Lender.

          v.   Change in Control.  If a transaction occurs in which any "person"
               or "group"  (within the meaning of Section  13(d) and 14(d)(2) of
               the Exchange Act) becomes the  "beneficial  owner" (as defined in
               Rule 13d-3 under the Exchange Act), directly or indirectly,  of a
               sufficient  number  of  shares  of  all  classes  of  stock  then
               outstanding  of  Borrower  ordinarily  entitled  to  vote  in the
               election of  directors,  empowering  such  "person" or "group" to
               elect a majority of the Board of Directors  of Borrower,  who did
               not have such power before such transaction.  In any event Lender
               will not unreasonably withhold approval.

          vi.  Remedies.  Upon  the  occurrence  of an Event  of  Default,  upon
               delivery of notice to  Borrower  of the Event of Default,  Lender
               may accelerate payment of the principal  outstanding and interest
               accrued hereunder,  declare all such amounts  immediately due and
               payable, and may exercise all rights and remedies granted by law.
               Upon the occurrence of any Event of Default  described in Section
               C.a.,  payment of the principal  outstanding and interest accrued
               hereunder shall be automatically  accelerated  without any action
               by Lender. Notwithstanding the foregoing, a Change of


<PAGE>

               Control to which Lender has  consented  shall not give rise to an
               Event of Default hereunder, including without limitation, payment
               of the Event of Default interest rate.

D    Conversion Rights.

     a.   Voluntary Conversion.  Lender may, in its sole discretion, at any time
          and from time to time  after the date of this  Note,  elect to convert
          (the "Voluntary Conversion  Right") all or any part of the outstanding
          principal  balance  hereunder  into  such  number  of  fully  paid and
          nonassessable  Shares as determined  by dividing the  principal  being
          converted by the Conversion Price subiect to Section 5 hereof.

     b.   Exercise  of  Conversion  Right.  To  convert  any  of  the  principal
          hereunder into Shares by exercise of the Voluntary  Conversion  Right,
          Lender  shall  deliver to  Borrower a written  notice of  election  to
          exercise the Voluntary  Conversion  Right (the  "Voluntary  Conversion
          Notice"). Borrower shall, as soon as practicable thereafter, issue and
          deliver  to  Lender  a  certificate  or  certificates,  registered  in
          Lender's  name,  for the  number of Shares  to which  Lender  shall be
          entitled  by  virtue  of  such  exercise  (the  "Voluntary  Conversion
          Shares").  The conversion of the outstanding principal hereunder shall
          be deemed to have been  made on the date that  Borrower  receives  the
          Voluntary  Conversion Notice (the "Conversion  Date") and Lender shall
          be treated  for all  purposes  as the record  holder of the  Voluntary
          Conversion  Shares  as of such  date  to the  extent  permitted  under
          applicable law.

     c.   Interest.  If Lender  exercises  its Voluntary  Conversion  Right with
          respect  to  any  outstanding   principal   amount,   Borrower  shall,
          concurrent  with the  issuance  of the  related  Voluntary  Conversion
          Shares,  pay to  Lender  all  interest  accrued  with  respect  to the
          principal converted,  which payment shall be made in the form of cash,
          by converting  such interest into principal  hereunder,  or additional
          Voluntary  Shares.  The form of the payment shall be at the discretion
          of the Borrower.

     d.   Fractional  Shares.  Burrower shall not issue  fractional  Shares upon
          exercise of the Voluntary Conversion Right. As to any fractional Share
          which  Lender  would  otherwise  be entitled to receive,  Lender shall
          receive from borrower an amount in cash equal to an amount  calculated
          by multiplying  such fractional  Share by the fair market value of one
          Share as determined by the closing price of a Share as reported on the
          OTCBB or such other exchange  where shares of Borrower's  common stock
          are traded (or if not traded, as determined in the good faith judgment
          of the Board of  Directors  of Borrower) on the date of exerdse of the
          Voluntary  Conversion  Right.  Payment of such amount shall be made in
          cash or by  check  payable  to the  order  of  Lender  at the  time of
          delivery of any certificate or certificates.