ADEPT
TECHNOLOGY, INC.


                                December 13, 2002




Gregory W. Holcomb
c/o Chad Industries, Inc.
650 West Freedom Avenue
Orange, California  92865

     Re:  Agreement  and Plan of Merger  dated as of June 27, 2001 (the  "Merger
          Agreement")  by and  among  Adept  Technology,  Inc.  ("Adept"),  Chad
          Industries,  Inc.  ("Chad"),  Adept CH Acquisition,  Inc.,  Gregory W.
          Holcomb ("Shareholder Agent"), Holcomb Family Trust ("Holder") and for
          the  purposes  of Article  VII only,  Chase  Manhattan  Bank and Trust
          Company, N.A. ("Escrow Agent").

     Pursuant to the Merger Agreement,  Chad became a wholly-owned subsidiary of
Adept on October 9, 2001 and Holder,  as the sole  shareholder  of Chad,  became
entitled  to  receive  the  Exchange  Consideration  set  forth  in  the  Merger
Agreement,  a portion of which was  evidenced by that certain  Promissory  Note,
dated as of October 9, 2001,  payable by Adept to Holder in the principal amount
of $1,500,000 (the "Second  Anniversary  Note"). The parties now desire to amend
the Second  Anniversary Note and release to Adept the Escrow Fund currently held
by the  Escrow  Agent  pursuant  to the  Merger  Agreement,  upon the  terms and
conditions set forth herein.  Section 5 of the Second  Anniversary  Note permits
amendment  of any  provision  of the Second  Anniversary  Note with the  written
consent of Adept and the Holder.  Accordingly,  in  consideration  of the mutual
covenants  contained  herein,  and other good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged by the parties hereto, the
parties hereby agree as follows:

     1.   Section 1(a) of the Second Anniversary Note is amended and restated to
          read as follows:





            Mailing Address: 3011 Triad Drive * Livermore, CA 94550 *
                      (925) 245-3400 * (925) 960-0452 Fax
        Corporate Headquarters: 150 Rose Orchard Way * San Jose, CA 95134
                                  www.adept.com

<PAGE>

         (a) All  outstanding  principal  of and accrued but unpaid  interest on
this Second  Anniversary  Note shall be paid in full  [after  January 1, 2003 on
such date that is mutually  agreed upon in writing by Adept and Holder but in no
event later than Maturity].  This Second  Anniversary  Note may be paid by Adept
prior to Maturity without any fee or penalty.

     2.   Section 3 of the Second  Anniversary  Note is deleted in its  entirety
          and Holder agrees to release and forever disclaim any and all security
          interest that Holder now has in the Escrow Amount or the Escrow Fund.

     3.   The Escrow Amount,  and any unpaid interest that has accrued  thereon,
          currently  held by the Escrow Agent shall be  immediately  released to
          Adept and the duties and obligations of the Escrow Agent under Article
          VII of  the  Merger  Agreement  shall  terminate  effective  upon  the
          successful  transfer  of the  entire  Escrow  Amount  to  Adept as per
          Adept's instructions to be provided separately.

     4.   The Maturity date of the Second  Anniversary  Note is  accelerated  to
          January 31, 2003.  However,  at the Holder's  option the Maturity Date
          may be extended to April 10, 2003.

     5.   All other  provisions of the Second  Anniversary Note not specifically
          amended by this Amendment shall remain in full force and effect.

     6.   All  capitalized  terms  used but not  defined  herein  shall have the
          meanings  set forth for such terms in the Merger  Agreement  or Second
          Anniversary Note, as applicable.

     7.   The  agreements  contained  in this  letter  will be binding  upon any
          successors or assignee or Adept or Holder, respectively.

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



                                            Very Truly Yours,

                                            Adept Technology, Inc.



                                            /s/ Brian R. Carlisle
                                            ------------------------------------
                                            Brian R. Carlisle
                                            Chairman and Chief Executive Officer






            Mailing Address: 3011 Triad Drive * Livermore, CA 94550 *
                      (925) 245-3400 * (925) 960-0452 Fax
        Corporate Headquarters: 150 Rose Orchard Way * San Jose, CA 95134
                                  www.adept.com

<PAGE>

Acknowledged and Agreed as of December 13, 2002


/s/ Gregory W. Holcomb
---------------------------------
Gregory W. Holcomb


HOLCOMB FAMILY TRUST

/s/ Gregory W. Holcomb
---------------------------------
By:      Gregory W. Holcomb
Its:     Trustee


CHASE MANHATTAN BANK AND
TRUST COMPANY, N.A.


---------------------------------
By:
Its:



            Mailing Address: 3011 Triad Drive * Livermore, CA 94550 *
                      (925) 245-3400 * (925) 960-0452 Fax
        Corporate Headquarters: 150 Rose Orchard Way * San Jose, CA 95134
                                  www.adept.com