Adept Technology / Samsung Electronics

                   Original Equipment Manufacturing Agreement

                                      For
                 Mechanical Wafer and LCD Transfer Manipulators






                                  CONFIDENTIAL


**** - Indicates  confidential  information  that has been omitted pursuant to a
request for confidential  treatment and filed separately with the Securities and
Exchange Commission.




<PAGE>

                                 OEM Agreement
                                    Between
          Production Engineering Center, Samsung Electronics Co., Ltd.
                                      And
                             Adept Technology, Inc.

This OEM Agreement  (the  "Agreement")  sets forth the terms and conditions of a
relationship  between  the  Production   Engineering  Center  (PEC)  of  Samsung
Electronics  Co., Ltd. and Adept  Technology,  Inc. and is made as of the day of
July 16, 1998 (the "Effective Date").

The nature of this  Agreement  includes the exclusive  worldwide sale of Samsung
wafer transfer and LCD transfer robots under Adept Technology, Inc., label while
precluding  Adept  Technology,  Inc., from working with other robot suppliers in
the sale of this class of robots.

The  validity  of this  Agreement  is  subject  to both  parties,  PEC and Adept
Technology,  Inc.,  reaching agreement in the following areas within 120 days of
signing this Agreement.

-    Final Pricing and Order Quantities

-    Equipment Specifications and Pricing

-    Initial Supplier Quality Audit Acceptance

-    Acceptable  Robot /  Controller  System  Performance  Evaluation  by  Adept
     Technology, Inc.

-    Appendices

     1.  Product Specification

     2.  Price Schedule

     3.  Spares Pricing Schedule

     4.  Quality Planning & Test Data Requirements

     5.  Robot System Qualification Testing

The above appendices and any other  contractual  issues will be finalized within
120 days of signing of this Agreement.


Samsung Electronics Co., Ltd.                 Adept Technology, Inc.
416 Maetan-3 Dong, Paldal-Gu, Suwon City      150 Rose Orchard Way
Kyungki-Do, Korea (zip 441-742)               San Jose, CA 95134


Executed: /s/ Dr. Sung Kwun KIM               Executed: /s/ Charlie Duncheon
          ------------------------------                ------------------------
Officer:  Dr. Sung Kwun KIM                   Officer:  Charlie Duncheon
Title:    Senior Vice President               Title:    Senior Vice President,
          & General Manager                             Sales & Marketing
          Production Engineering Center       On:       July 16, 1998
On:       July 16, 1998

                                              Executed: /s/ Marcy Alstott
                                                        ------------------------
                                              Officer:  Marcy Alstott
                                              Title:    Vice President,
                                                        Operations
                                              On:       July 16, 1998

<PAGE>

                                                                         Page ii


                         Adept / Samsung OEM Agreement

                               TABLE OF CONTENTS

Paragraph       Major Topics
                ------------

1    Purpose and Scope of Relationship

2    Product Specifications and Technical Information

3    Pricing and Payment

4    Purchase Orders, Delivery Scheduling, Lead Times and Forecasts

5    Warranty

6    Arm Parts, Repair Service, and Maintenance

7    Product Change Management

8    Obsolescence

9    Documentation

10   Inspection and Testing

11   Indemnity

12   Product and Business Confidentiality

13   Technical Communications

14   Assignments and Delegations

15   Term and Termination

16   Force Majeure

17   Applicable Law, Jurisdiction and Venue, and Attorney's Fees

18   Exclusivity

19   Non-Competition

20   Miscellaneous

21   Entire Agreement
Contract Execution by Both Parties

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                                                                        Page iii
                         Adept / Samsung OEM Agreement

                                   APPENDICES

o Products Specifications                              Appendix 1
o Price Schedule                                       Appendix 2
o Spares Pricing Schedule                              Appendix 3
o Quality Planning and Data Requirements               Appendix 4
o Robot System Qualifications Test Specification       Appendix 5


<PAGE>

Adept / Samsung                                                           Page 1


                                Adept / Samsung
                   Original Equipment Manufacturing Agreement
--------------------------------------------------------------------------------

This agreement by and between ADEPT TECHNOLOGY, INC. (hereinafter referred to as
"ADEPT")  and  SAMSUNG  ELECTRONICS,   CO.,  Ltd  (hereinafter  referred  to  as
"SAMSUNG")  is entered  into for the purpose of  providing  OEM sales of SAMSUNG
robot  manipulators  to  ADEPT.  ADEPT  and  SAMSUNG  agree  that the  following
provisions  shall govern the OEM  relationship  between  ADEPT and  SAMSUNG.

1.       Purpose and Scope of Relationship

1.1      ADEPT will purchase and SAMSUNG shall provide  Mechanical Wafer and LCD
         Transfer  Manipulator  product,  SAMSUNG  model  WTR  and  LTR  series,
         hereinafter referred to as "ARM", for incorporating with ADEPT hardware
         and software controls to provide an extension to ADEPT's product lines.

         ADEPT   shall   market   the  ARMs   under  its  own  trade   name  and
         responsibilities  except for any industrial  rights associated with the
         designs of the ARMs.

1.2      SAMSUNG is engaged in the  design,  manufacturing  and sales of various
         automation  equipment and products including industrial robots in Korea
         and elsewhere  throughout the world, and desires to expand its sales of
         robotics products.

1.3      Both  parties  desire to expand  the market  demand for their  products
         through the business relationship established by this agreement.

2.       Product Specifications and Technical Information

2.1      Product Specification

         SAMSUNG  will sell to ADEPT ARMs and its  maintenance  and spare  parts
         (hereinafter  referred  to  as  "PARTS")  which  accept  ADEPT's  servo
         amplifier  signal  and meet the  product  specifications  contained  in
         ADEPT's  Product  Specification.  Refer to Appendix  #1. If changes are
         required to the product  specifications  referenced  in this  agreement
         during the  course of the  business  relationship,  both  parties  must
         formally  approve the  requirements  and changes to be made before they
         are  incorporated  into the ARM sold to ADEPT.  Further,  both  parties
         agree to provide a minimum of 90 days written notification prior to the
         target shipping date of any proposed changes. Any earlier shipping date
         may be  arranged or  determined  if  reasonable  and agreed  upon.  Any
         proposal of a significant nature

                                  CONFIDENTIAL

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Adept / Samsung                                                           Page 2


         (for example,  changes in scope of  specifications,  molds and die sets
         being used for production,  and/or other  performance of the ARMs) must
         have a minimum of 180 days  notification in writing prior to the target
         shipping date. All notifications of product  specification  changes, or
         other  contractual  changes,  shall be directed  to ADEPT's  Purchasing
         organization.  SAMSUNG  guarantees that all products sold to ADEPT will
         meet the most  current  effective  revision  of product  specifications
         approved by both parties.  All changes to product  specifications  must
         conform to the Product Change  Management  Section herein.  For further
         Product Specification information, refer to attached Appendix #1.

2.2      Technical Support

         In order to support ADEPT's direct market responsibility,  SAMSUNG will
         make available  capable  technical support personnel at ADEPT's request
         for any problem with the ARMs not  resolved,  by ADEPT  engineering  or
         customer Service or Sales  Application  support.  The SAMSUNG technical
         support  must have  adequate  English  speaking  and writing  skills or
         SAMSUNG must supply the necessary  interpreter  on a timely basis.  The
         technical  support must be available during SAMSUNG's  factory's normal
         working hours and be available for emergency situations for off factory
         hours given a critical or emergency situation in ADEPT's judgment. Such
         technical support shall be limited and conducted at SAMSUNG's  facility
         in Korea.  There will be no charge for this technical  support service.
         SAMSUNG  will  maintain  24 hour 7 days phone  coverage,  inclusive  of
         holidays  and  weekends,  so as to be  able  to  respond  to  emergency
         request.  Emergency  requests  will  be  clearly  identified  as  being
         "Emergency".  At the time of SAMSUNG's  off-working  hours or holidays,
         any  initial  emergency  inquiry  from  ADEPT to  SAMSUNG  shall be via
         ADEPT-Korea  who will notify  SAMSUNG.  It is expected  that  emergency
         communications will be a rare situation.

2.3      Color and Logo Plate Specification

         The ARMs sold to ADEPT shall be painted to ADEPT's color  specification
         and color paint chip provided to SAMSUNG. Adhesive logo plates shall be
         supplied by ADEPT to SAMSUNG  and such logo  plates  shall be fitted by
         SAMSUNG prior to shipment,  per the ADEPT provided Logo  Specification.
         SAMSUNG  shall  provide  and install  ARM  product  number  plates with
         ADEPT's name, product name, serial number, and date of production.

3.       Pricing and Payment

3.1.     Pricing

                                  CONFIDENTIAL
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Adept / Samsung                                                           Page 3


         The prices applicable to the ARMs and maintenance PARTs purchased under
         this  agreement  shall be set forth in the attached  Price Schedule and
         Spare Parts Price  Schedule.  Refer to  Appendices #2 and #3. ADEPT and
         SAMSUNG shall  finalize the pricing within ninety (90) calendar days of
         the execution of this Agreement. Pricing shall be firm in US $ Dollars,
         for a period of twelve (12) months from the date of the first  customer
         shipment by ADEPT.  After the initial  term of the  agreement,  pricing
         shall  be   negotiated   annually.   Prior   pre-agreed   prices  shall
         automatically  continue into the future  unless  either party  formally
         contests in writing. Negotiated prices stated in the Price Schedule and
         Spare Parts  Price  Schedule  shall  reflect the base unit price of the
         applicable ARM and/or PARTS, without the inclusion of shipping,  tariff
         or other  ancillary  costs  required  to deliver  product  per  ADEPT's
         purchase  orders.  SAMSUNG  shall invoice each shipment for the product
         quantities  shipped times the applicable  Price Schedule or Spare Parts
         Price Schedule unit price,  plus actual freight  charges and applicable
         tariff  duties,  FOB Korea,  as authorized by the  corresponding  ADEPT
         purchase order.  The trade terms under this agreement shall be governed
         and  interpreted  by and under the  provisions of latest  International
         commercial Terms (INCOTERMS).

3.2      Payment Terms

         The payment for each shipment  shall be wire  transferred to SAMSUNG in
         US $ Dollars 45 days after the Bill of Landing (B/L) date.

3.3      Price Schedule Changes

3.3.1    Proposed  changes  in prices  after the  initial  18 month term must be
         formally communicated to ADEPT in San Jose, California at least 90 days
         before  the  effective  date of the  change.  ADEPT  must  agree to any
         changes to the price schedule in writing prior to the effective date. A
         release  against  the new price  schedule  shall be  applicable  to all
         shipments after effective date of new price schedule

3.3.2    ADEPT shall maintain and modify,  with approved changes as needed,  the
         Price  Schedule and Spare Parts Price  Schedule,  Appendices #1 and #2.
         With each price change,  ADEPT will forward a copy of the revised price
         appendix to SAMSUNG.

3.4      Price / Cost Reductions

3.4.1    ADEPT and  SAMSUNG  agree  that in order to remain  competitive  in the
         market place for the ARM product line,  continual cost  reductions need
         to be developed to reduce the overall price of the ARMs.  SAMSUNG shall
         work with its suppliers and

                                  CONFIDENTIAL
<PAGE>


Adept / Samsung                                                           Page 4


         manufacturing  technology  to lower  the cost of  manufacturing  of the
         ARMs. ADEPT agrees to assist,  to the reasonable  extent  possible,  by
         working with  SAMSUNG's  technical  staff to develop value  engineering
         opportunities   to   facilitate   cost   reductions  in  materials  and
         manufacturing.  Resulting cost  reduction  efforts shall be reviewed by
         ADEPT  and  SAMSUNG  every  six (6)  months  with  contractual  pricing
         adjusted accordingly.

3.4.2    Both parties agree, on a case-by-case basis, to accept lower pricing of
         the ARMs to gain resulting incremental business

4.       Purchase Orders, Delivery Scheduling, Lead Times and Forecasts

4.1      Lead Times

         SAMSUNG shall guarantee a lead time of sixty (60) calendar days or less
         for  delivery of the ARMs.  SAMSUNG will make its best effort to reduce
         lead times for particular  orders where ADEPT's  ability to make a sale
         is based on quick  delivery.  Delivery is defined as the Bill of Lading
         date.

4.2      Anticipated Ordering Level

         Purchase  of the ARMs shall be for a minimum of one (1) unit per order.
         ADEPT  anticipates  taking  delivery of 400 units as a minimum over the
         initial  18 months  and 400 units as minimum  for each  consecutive  12
         months period thereafter.  At some point, an End of Life situation will
         be encountered when the anticipated minimum per year requirement cannot
         be satisfied.

4.3      Purchase Order

         Only actual  signed ADEPT  Purchase  Orders shall be  considered as the
         purchasing  commitment.  SAMSUNG shall promptly  acknowledge  within 48
         hours in writing via fax, all purchase order  exclusive of weekends and
         Korean  holidays.  In the  event of  conflict  between  the  individual
         purchase order terms and conditions of this  agreement,  the provisions
         of this agreement will prevail.

4.4      Forecast and Order Release

         By the  end of each  month,  ADEPT  will  provide  SAMSUNG  via fax the
         following information.

4.4.1    A monthly forecast will be supplied by ADEPT's Purchasing  organization
         and will be updated with every master forecast  change.  Purchase order
         commitments  will then be issued by ADEPT and SAMSUNG will  acknowledge
         scheduled  ship dates  accordingly.  SAMSUNG  shall be expected to have
         supplier support and

                                  CONFIDENTIAL
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Adept / Samsung                                                           Page 5


         production capacity  flexibility to be able to successfully  respond to
         potential ADEPT customer upswing's in demand up to thirty percent (30%)
         within 30 calendar days.

4.4.2    The forecasts and revised  forecasts  provided to SAMSUNG by ADEPT will
         be ADEPT's best efforts to estimate market demand,  thus shall not be a
         binding obligation to place orders for ARMs.

4.5      Shipment/Delivery Schedule

         ADEPT plans in the future to instruct SAMSUNG to drop ship its ARMs and
         PARTS from  SAMSUNG  factory  direct to ADEPT  customers.  SAMSUNG will
         provide  confirmation  in writing within 24 to 48 hours of shipment and
         information (e.g.  actual ship dates, ship carrier,  shipper's way bill
         number)  necessary to confirm and track the progress of the shipment by
         FAX  transmission.  SAMSUNG will invoice ADEPT for the ARM shipping and
         related costs to drop ship the ARM and controller to ADEPT's  customer.
         All customer billing will be by ADEPT to ADEPT's customer base.

         An official  interface  and designee  will be identified at SAMSUNG and
         ADEPT,   (with  telephone,   fax,  and  mail  addresses)  for  official
         communications between SAMSUNG and ADEPT.

4.5.1    All  direct  customer  shipments  shall  be made by  means  of a weekly
         delivery  schedule supplied by ADEPT's  Purchasing  organization by FAX
         (Ref.4.4.1).

4.5.2    Shipment  can  also be made to  ADEPT's  factory  via a  weekly  KanBan
         system. The quantity due to ship will be supplied by ADEPT's Purchasing
         organization via fax.

4.5.3    SAMSUNG shall not deliver items in advance of ADEPT  required  delivery
         dates without prior approval. If earlier deliveries are made, ADEPT may
         elect to return  the items at  SAMSUNG's  expense or hold the units and
         delay payment for a corresponding period of time.

4.5.4    SAMSUNG  shall  deliver  the  ordered  ARMs or  PARTS  to  ADEPT or its
         customers  directly by the best method of transportation  from Korea to
         destination.  The  method  shall be defined  by  SAMSUNG  with  ADEPT's
         approval.  In the event that the shipping destination and/or the method
         of transportation  changes from the original Purchase Order, ADEPT will
         advise  SAMSUNG,  at least 15 working days prior to scheduled  shipping
         date, the revised method of  transportation  and/or the  destination of
         shipment.

                                  CONFIDENTIAL
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Adept / Samsung                                                           Page 6


4.5.5    This agreement does not authorize SAMSUNG to deliver any items. SAMSUNG
         will be  authorized  to  deliver  and ADEPT will be  obligated  to take
         receipt of only those items which are  scheduled  for  delivery on open
         authorized purchase orders issued by ADEPT's Purchasing organization.

5.       Warranty

         The warranty  assumes  that  "normal  use" occurs and the  equipment is
         maintained to specification,  less reasonable use and wear and tear for
         the application intended.

5.1      Product Warranty

         SAMSUNG  warrants that the products sold to ADEPT under this  agreement
         will conform, to the then current specifications  published for the ARM
         for a period of eighteen  (18) months  after the Bill of Lading date of
         ADEPT to its  customers.  In the event ADEPT  requests a drop  shipment
         direct to one of its  customers,  the warranty  period of eighteen (18)
         months will begin  starting with  SAMSUNG's Bill of Lading date to that
         customer.  Product  specifications will be negotiated between ADEPT and
         SAMSUNG and will become a formal addendum to this  agreement.  Products
         will also be warranted against any defect (including  "latent defects")
         in workmanship and material during the warranty period.

5.2      Warranty Obligation

         SAMSUNG's warranty obligation will be to ship at no charge to ADEPT and
         exchange  replacement  within  two  (2)  working  days  for  any  field
         replacement  part or subassembly  found to be defective by ADEPT during
         the warranty period.  ADEPT will return or scrap defective parts and or
         subassemblies  at  SAMSUNG's  direction.  SAMSUNG  will pay the cost of
         transportation in both directions for the defective parts.

5.3      Defects

         ADEPT and SAMSUNG will  specify the standard  time to replace each PART
         listed in the Spare  Parts  List,  in  Appendix  #3, to the  extent the
         defects are substantial.  Substantial  shall be defined as "over 10% of
         the units  shipped in the prior three  months or require more than four
         man  hours per unit to  replace".  In such  cases,  ADEPT  may,  at its
         option,  return the entire  ARM,  subassembly  or parts to SAMSUNG  for
         repair or replacement  at SAMSUNG's  expense  including  transportation
         both ways.

5.4      Training

                                  CONFIDENTIAL
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Adept / Samsung                                                           Page 7


         SAMSUNG  will  provide   maintenance   and  repair  training  to  ADEPT
         personnel,  and any third party  people who ADEPT  contracts  with,  to
         service the ARMs,  at SAMSUNG's  factory in Korea.  ADEPT shall send at
         least  one of its Field  Service  engineers  to  SAMSUNG's  factory  to
         receive  training for 5 working days at ADEPT expense.  If the training
         is held at ADEPT,  ADEPT  shall  reimburse  SAMSUNG  for the expense of
         transportation,  room and board in US $  Dollars  per day.  An  initial
         training course shall be scheduled at the conclusion of this agreement.
         A  training  course  may be  performed  once  per  year on a date to be
         mutually agreed upon.

5.5      Dead on Arrival  (DOA) and Infant  Mortality  Performance  and Warranty
         Coverage

         ARM PARTS and  replacement  PARTS that are DOA or have infant  morality
         rates  over an 18 month  period  should be less than  0.1%  except  for
         abnormal  transportation  damage.  Packaging  must be able to withstand
         normal industry shipping (air, ship, rail, and truck)  requirements for
         vibration, shock, temperature and humidity. If DOA and infant mortality
         rates > 0.1 %, ADEPT will obtain labor expense at cost (includes labor,
         travel and per diem  expenses) from SAMSUNG.  A notification  of DOA in
         writing must reach  SAMSUNG  within  twenty (20) working days after the
         date of  installation  at the  customer's  site,  regardless of whether
         shipped from ADEPT or drop  shipped from SAMSUNG to an ADEPT  customer.
         ADEPT shall advise  SAMSUNG of the metrics  used in  measuring  DOA and
         infant mortality performance.

5.6      Replacement  PARTS,  Re-manufactured,  and Repaired  Replacement  PARTS
         Warranty.

         All replacement, re-manufactured and repaired parts within the warranty
         period  shall  have  the  same  life  expectancy  as a  new  part.  All
         replacement parts,  re-manufactured  and repaired out of warranty shall
         have a 12 months warranty.

6.       ARM PARTS, Repair Service, and Maintenance

6.1      General Spare Replacement PARTS

         All PARTS  required  for the ARMs sold to ADEPT  shall be listed in the
         Spares Parts Pricing Schedule. Refer to Appendix #3. All spares must be
         fully tested and run in to demonstrate  compliance  with the applicable
         Product, Test and Quality Specifications provided by ADEPT.

6.2      Spare Parts Inventory to Respond to Customer Needs

         ADEPT  agrees to maintain a minimum set of key spare parts  recommended
         by  SAMSUNG,  however,  SAMSUNG  agrees to maintain a level of stock of
         spare and

                                  CONFIDENTIAL
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Adept / Samsung                                                           Page 8


         replacement parts which will allow it to ship emergency replacements of
         any  part  within  two  (2)  working  days  of  notification  via  FAX.
         Notification  by ADEPT for emergency  parts shipment orders may be made
         via FAX,  telephone,  or E:Mail.  Emergency  shipments  will be via air
         freight.  ADEPT  will  define  in the fax to whom and where to ship the
         part(s).  ADEPT will make best  efforts to advise and  encourage  their
         customers to maintain an adequate level of  replacement  parts (spares)
         to support their installed base of ADEPT equipment.

6.3      Part Revision Control

6.3.1    SAMSUNG agrees to maintain records of the revision levels for all parts
         and relate the part revision  level to the serial number of each ARM it
         shipped to ADEPT.  These  records are to be sent  monthly to ADEPT with
         the latest updates.

6.3.2    SAMSUNG shall also keep ADEPT  informed at all times of cases where the
         most  current  revisions  of any part cannot be used to replace a prior
         revision level of the same part.  When these cases exist,  SAMSUNG will
         stock  sufficient  quantities of prior revision level parts to meet any
         future  repair  requirements  for  products in the field.  Both parties
         shall  discuss  the  update  of  prior  revision  spare  parts in ADEPT
         inventory shall be returned to SAMSUNG upon agreement.

6.4      Re-manufactured PARTS Usage

6.4.1    Only new parts can be employed  in new  products  and new  spares.  Re-
         manufactured  or used parts can not be used for new  product  and spare
         sales.  SAMSUNG may use either new or re-manufactured  parts to replace
         warranty or out-of warranty returns.

6.4.2    Re-manufactured  parts can be used instead of repairing a returned part
         for repair unless the customer's order explicitly forbids such.

6.4.3    For this latter case, the customer's  specific part returned for repair
         must be repaired and  returned to the same  customer in question if the
         part returned is judged by SAMSUNG as repairable within:

         Type of Part                                  Calendar Days
         ------------                                  -------------

         Directly repairable in SAMSUNG's factory        15 days
         Repairable by a supplier to SAMSUNG             40 days

6.4.4    SAMSUNG shall segregate all reworked or used parts or products from the
         inventory of parts sold to ADEPT for new product or spare parts sales.

6.5      Spare Part Packaging

                                  CONFIDENTIAL
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Adept / Samsung                                                           Page 9


         All  products  and spare parts will be  individually  packaged and in a
         manner to  prevent  any  shipping  damage and allow  safe  storage  and
         handling of the individual parts in the unopened package.  All products
         and spare or replacement  parts must have exterior  markings in English
         which clearly show quantity,  ADEPT's part number,  revision level, and
         whether the spare part is "new" or "used" (usable only for warranty and
         non-warranty replacement).

6.6      Packaging Labeling

         SAMSUNG will create packaging having external labeling that conforms to
         trade mark and marketing  identification  requirements  established  by
         ADEPT. This is particularly important given the future plan (date to be
         established) to ship direct from SAMSUNG factory to ADEPT's customers.

6.7      Refurbishment of Used ARMs.

         ADEPT shall have the  exclusive  right of purchase and sale of used and
         refurbished  ARMs originally  manufactured by SAMSUNG under contract to
         ADEPT.  At the request of ADEPT,  SAMSUNG  will  provide  refurbishment
         servicing of used ARMs for ADEPT.

7.0      Product Change Management

7.1      Configuration Control

         SAMSUNG  will  formally  notify  ADEPT in writing  and  obtain  ADEPT's
         approval of any design  change  involving  form,  fit or  function  for
         mechanical,  electrical,  and their spare PARTS.  ADEPT will respond to
         the change request within 30 days.

7.2      Product Changes

         If for any reason compatibility is not possible,  the impact to ADEPT's
         customer  base must be assessed and  discussed  with ADEPT.  ADEPT will
         expect that all spares will be upgraded within six (6) months through a
         recycle  program and all other PARTS will be upgraded  and/or  replaced
         upon  failure.  These changes will be made at SAMSUNG's or ADEPT's cost
         to be determined and agreed upon by both companies

7.3      Configuration Revision Level Compatibility Matrix

         SAMSUNG will supply ADEPT a revision level configuration  compatibility
         matrix to ADEPT's specification covering the ARMs and spare PARTS.

8.       Obsolescence

8.1      Support Service

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Adept / Samsung                                                          Page 10


         For all products sold to ADEPT under this agreement,  SAMSUNG agrees to
         support service and parts  replacement for at least seven and 1/2 (7.5)
         years after SAMSUNG's final ARM production shipment to ADEPT.

8.2      SUMSUNG agrees to obtain ADEPT's concurrence on the obsolescence on any
         product and/or part covered by this  agreement.  If concurrence can not
         be reached,  SAMSUNG agrees to maintain  either repair service or a new
         supply  of  the  subject   product  and/or  part  for  7.5  years  from
         notification.

9.       Documentation

9.1      Documentation

9.1.1    SAMSUNG will provide  manuscript and technical  illustrations  in fully
         converted  English  and  Korean  for all  products  sold to  ADEPT  for
         incorporation  into  ADEPT's user and service  manuals at no cost.  All
         Documentation shall designate Adept Technology throughout.

9.1.2    Documentation  for the ARMs will be provided to ADEPT at least four (4)
         weeks before the first customer  deliverable  shipment of ARMs. SAMSUNG
         grants  ADEPT  the  right  to  reproduce  in  part  or  in  total  this
         documentation   for  sales  and   service   literature   and   manuals.
         Documentation  will be provided in the form of electronic copy in three
         and  one  half  inch  floppy  disk  with  the  format  compatible  with
         Windows95,  Microsoft Word Office 97 or later,  using ADEPT's  standard
         manual format.

9.2      Specific  documentation  shall  include  but  not  be  limited  to  the
         following:

         A)  Service  manual  for  ARMs  including  mechanical   assemblies  and
         schematics.

         B) Spare parts lists for ARM.

         C) Trouble shooting guide for ARM.

         D) Mechanical and electrical specifications for ARM.

         E) Assembly drawings

         F) User preventive maintenance

10.      Inspection and Testing

10.1     Testing

         SAMSUNG  agrees to test all products  according to test  procedures and
         specifications  contained in ADEPT Product  Specification,  Appendix 1,
         and ADEPT  Qualifications Test  Specification,  Appendix 5. Further, as
         part of the test

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Adept / Samsung                                                          Page 11


         procedure,  SAMSUNG  agrees to calibrate  each unit by mutually  agreed
         upon procedures which will be jointly  developed.  Calibration and test
         data  developed  through the testing  process will  accompany each unit
         shipped to ADEPT and will be  identified  by unit  serial  number.  Any
         changes to the documented test procedures or specifications  referenced
         above shall have ADEPT's  approval before being  incorporated  into the
         production process.

         ADEPT will  provide  SAMSUNG,  at no cost to SAMSUNG,  at least two (2)
         units of  standard  ADEPT  controller(s)  with servo  drives for use in
         testing the ARMs before  packaging and shipment to ADEPT. The intent of
         this  testing  is to  allow  the  ARMs to be  stocked  at ADEPT or drop
         shipped  directly to Adept's  customers  by SAMSUNG and married with an
         ADEPT provided  controller  without  further  testing.  The controllers
         provided for this purpose shall be returned to ADEPT at the termination
         of this agreement.

10.2     Inspection

         ADEPT  shall  inform  SAMSUNG of its plan on how to perform the initial
         inspection of SAMSUNG manufacturing, testing and shipping procedures of
         the  ARMs  at  SAMSUNG's  facility.  ADEPT  shall  have  the  right  to
         periodically  inspect SAMSUNG's production process for products sold to
         ADEPT at  SAMSUNG's  facility as mutually  agreed upon with  reasonable
         notice before any visit. ADEPT shall retain the right to final test and
         acceptance of any product before it is shipped from SAMSUNG's facility.
         Refer to See Appendix #4.

10.3     Quality Data

         SAMSUNG agrees to provide manufacturing quality,  manufacturing process
         and  reliability  data for the products  covered by this  agreement per
         Appendix #4.

10.4     ARM MTBF

         The MTBF specification for the ARM is 60,000 hours.  SAMSUNG shall test
         for all  products  according  to  test  procedures  and  specifications
         contained in the ADEPT product  Specification  and ADEPT  Qualification
         Test Specifications.  SAMSUNG shall accumulate and log all product test
         hours and failures for the purpose of estimating  product MTBF. SAMSUNG
         will supply cumulative test hours and failure information to ADEPT on a
         monthly  basis.  Refer to Appendix #4,  Quality  Planning and Test Data
         Requirements.

11.      Indemnity

11.1     SAMSUNG will defend, at its expense,  any claim or suit brought against
         ADEPT,

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Adept / Samsung                                                          Page 12


         or  any  ADEPT  customer  using  products  originally  manufactured  by
         SAMSUNG,  based  on  claim  that  the  use  of  any  product  delivered
         constitutes  an  infringement  of a  patent,  copyright,  or any  other
         intellectual  property  right  issued by an country in which ADEPT does
         business.  SAMSUNG will indemnify ADEPT and ADEPT's  customers from any
         costs,  damages and fees  finally  awarded  against  ADEPT in an action
         attributable  to such a claim,  including  any legal fees  incurred  by
         ADEPT to defend  itself.  ADEPT will notify  SAMSUNG for prior approval
         for such legal action.

11.2     To the extent  that  SAMSUNG  decides to procure a license for ADEPT or
         ADEPT's  customer  to  continue  use of the  product  at  some  cost to
         SAMSUNG,  this  cost  will not be  borne  in any way by  ADEPT  for any
         product  received  through the time SAMSUNG notifies ADEPT of this cost
         and no purchase orders outstanding will be effected by a price increase
         due to this cost. Additionally, at the time SAMSUNG notifies ADEPT that
         due to this  additional  cost future  pricing will be increased,  ADEPT
         shall notify SAMSUNG of all outstanding quotes to customers which ADEPT
         is  obligated to and SAMSUNG will agree to not pass this cost on to any
         product sold under the named outstanding quotes.

12.      Product and Business Confidentiality

         The  partnership,  product  assembly and working  relationship  between
         ADEPT and  SAMSUNG  are  mutually  considered  a special  relationship.
         Information or disclosed knowledge may be considered by either party to
         be Company Confidential,  especially related to potential new products,
         new or  changing  product  markets  and  related  business  actions and
         conditions.  It is expected, as an integral part of the contractual and
         partnership  relationship,  that such  discussions,  or  transmitted or
         otherwise disclosed information,  should be treated as strictly Company
         Confidential  between both  parties,  their  employees  and  applicable
         suppliers.   Neither  party  shall   intentionally  or  unintentionally
         discuss,  disclose or otherwise transmit any product, product market or
         other technical or business  information with any third party,  whether
         company  or  individual,  including  marketing  or  advertising  of its
         relationship  and/or photographs of processes or products,  without the
         specific  advance  knowledge and written  consent of the other party to
         this Contract.

12.1     Customer List Confidentiality

         Since  ADEPT may,  at any time,  direct  drop ship ARMs and spare PARTS
         products  from  SAMSUNG's  factory to ADEPT's  customers;  SAMSUNG will
         learn

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Adept / Samsung                                                          Page 13


         ADEPT's customer base names and key contacts. SAMSUNG will not disclose
         to any outside party any  information  about  ADEPT's  customer base or
         business.  SAMSUNG  is  prohibited  from  using  such  disclosed  ADEPT
         customer  base names and key contacts to  advertise,  promote,  sell or
         market  its own  products  through  any  verbal  or  written  or  other
         transmitted  medium without specific  advance written  authorization of
         ADEPT.

12.2     ADEPT Customer Contact and Business Competitive Restrictions

         SAMSUNG agrees not to use this  relationship  as a means to contact any
         ADEPT customer without the formal prior written  agreement of ADEPT. If
         the customer  relationship had been established by SAMSUNG prior to the
         execution this business  agreement,  this restriction will not apply as
         long as the business is not in direct  competition of ADEPT's  existing
         or planned future business relationship with the customer.

12.3     Proprietary Information

12.3.1   Proprietary  information will be identified by written  notification by
         either party to the other,  prior to  disclosure,  Each party agrees to
         treat the other party's Proprietary  Information in a manner similar to
         how it treats its own Proprietary  Information  during the initial term
         and any renewal  terms of this  Agreement and for three (3) years after
         its expiration or sooner termination,  and will not use the Proprietary
         Information  outside  people within its company who have a need to know
         without the other permission.

12.3.2   Obligations to protect the others'  Proprietary  Information  shall not
         apply to the extent such information;  (a) was in the recipient party's
         lawful and  unrestricted  possession  prior to  disclosure by the other
         party as evidenced by written record; (b) is generally available to the
         public;  (c) has been  received  lawfully  and in good  faith by either
         party,  from a third party who did not  receive it from the  disclosing
         party; or (d) is independently  developed the by the recipient  without
         reference to the proprietary  Information and without  violation of any
         confidentially restriction.

12.4    Non-Disclosure

         Neither party will disclose the terms or contents of this  Agreement to
         any third party except as mutually  agreed,  or as required by statute,
         regulation, or court order.

12.5    Public Disclosure

         All public disclosure of any terms of our relationship for publicity or
         business

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<PAGE>

Adept / Samsung                                                          Page 14

         purposes by either  company  must be reviewed  and  mutually  agreed by
         ADEPT and SAMSUNG prior to disclosure.

13.      Technical Communications

         Technical  discussions  related to this Agreement and related  products
         between the ADEPT's and  SAMSUNG's  engineering,  manufacturing  and/or
         quality personnel, are hereby authorized to preclude  misunderstandings
         or misinterpretations. However, all changes in the contractual scope of
         work, pricing or delivery  schedule,  materials or data related to this
         Agreement  shall  be  effective  only  if  mutually  agreed  by a ADEPT
         purchase order change order and SAMSUNG order acknowledgment, or a duly
         executed amendment to this Agreement.

14.      Assignments and Delegations

         This  agreement  shall be mutually  beneficial  and be binding upon the
         parties and their  respective  successors and assignees.  Neither party
         shall assign or delegate  this  Agreement or any rights,  privileges or
         obligations  under this Agreement  without the prior written consent of
         the other party.  Notwithstanding the foregoing,  no such consent shall
         be required for any such  assignment  of delegation by a party which is
         part of or  incident  to the sale or other  transfer,  whether by sale,
         merger,  consolidation,  or other corporate  reorganization,  of all or
         substantially  all of such party's assets and business,  so long as the
         assignees or successor  shall be a corporation  owning or retaining all
         or substantially all of such assets and business and shall have assumed
         all of such party's obligations under this agreement except as the said
         successors and assignees or their Licenser, license, affiliated company
         complete with the other party.

15.      Term and Termination

15.1     Initial Term

         The Initial Term of this Agreement  shall be twelve (12) month from and
         after  the first  production  shipment  made by ADEPT to its  customer.
         Unless specifically formally contested in writing by either party, this
         agreement will  automatically  extend in twelve (12) month  increments.
         This  agreement  will not  extend  beyond  ten (10)  years.  Given this
         agreement is contested by either  party,  or both parties  hereto shall
         discuss with each other the extension or  expiration of this  Agreement
         in good faith six(6) months prior to the above expiration date. If both
         parties  cannot reach  agreement,  this  Agreement  will expire on said
         date.

15.2     Defaults
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Adept / Samsung                                                          Page 15


         If either party  defaults in the  performance  of any provision of this
         Agreement,  then the  non-defaulting  party must give written notice to
         the  defaulting  party and the  defaulting  party has sixty(60) days to
         cure the default.

15.3     Compensation

         In the event  either  party  fails to cure any  defaults as outlines in
         paragraph 15.2, the other party shall be due  compensation in an amount
         equal to their actual  investment in this program or the profit margins
         on anticipated sales for the initial term of this agreement, which ever
         is greater. A maximum amount of compensation will be established.

15.4     Termination

         Termination  shall not relieve SAMSUNG of its obligations under section
         5,6, or 7 of this  Agreement  which deal with  warranty  and service of
         products sold to ADEPT prior to the termination of this Agreement.

15.5     Manufacturing Agreement

         ADEPT will have all the right to  manufacture  ARMs if SAMSUNG  becomes
         insolvent (no longer in business) or is no longer  manufacturing  ARMs.
         In such a case,  ADEPT agrees to pay royalty at a rate mutually  agreed
         upon at later date.

16.      Force Majeure

         Neither party shall be liable for any  obligation  under this Agreement
         if  fulfillment of any such  obligation  has been delayed,  hindered or
         prevented by force majeure,  including strikes,  riots, civil commotion
         or any circumstances  beyond the reasonable  control of the parities to
         this  Agreement,  provided that the  suspension of  fulfillment  of any
         obligation  under  this  Agreement  shall be  limited  to the  duration
         necessary for removal of the effects of the force majeure.

17.      Applicable Law, Jurisdiction and Venue, and Attorney's Fees

17.1     Law

         This Agreement  shall be governed by and interpreted in accordance with
         the  laws of the  England.  ADEPT  and  SAMSUNG  will  work  out a fair
         settlement between the two parties,  If one cannot be reached,  it will
         go to  arbitration.  This  arbitration  will be  held in the  defending
         company's  country in  accordance  with the Rules of  Conciliation  and
         Arbitration of the International  Chamber of Commerce.  The arbitration
         proceedings shall be binding and conclusive upon the parties hereto.

17.2     Fees

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Adept / Samsung                                                          Page 16


         Reasonable attorney's fees and costs shall be awarded to the prevailing
         party  in  the  event  of  arbitration  involving  the  enforcement  or
         interpretation  of the Agreement.  Such fees and costs shall be decided
         by the arbitrator(s).

18       Exclusivity

18.1     SAMSUNG  agrees that ADEPT will have the  exclusive  rights to the sale
         and  distribution  of the ARMs world wide with  exception  of Korea and
         SAMSUNG's factories world wide. SAMSUNG agrees that ADEPT will have the
         non-exclusive  rights  to  Korea.  Confusion  to  SAMSUNG  and  ADEPT's
         customers will be minimized by this relationship.

18.2     ADEPT shall authorize  SAMSUNG to sell the ADEPT ARMs as an integrator.
         Adept will provide normal integrator  discounts for any such integrator
         sales completed by SAMSUNG

18.3     SAMSUNG  shall not market  and/or  sell ADEPT ARMs with  SAMSUNG or any
         other  companys'  controllers,  other  than  ADEPT's,  without  advance
         written approval for each individual order, with the exception of Korea
         and SAMSUNG factories world wide.

18.4     SAMSUNG  will not sell any ARMs or related  products to any other robot
         company  with V, V+,  VAL II  based,  or  Karel  based  motion  control
         language, future variants or new generations of these languages created
         by ADEPT.

18.5     SAMSUNG shall not enter into any other sales and distribution agreement
         for its  Mechanical  Wafer and LCD  Transfer  Manipulator  products and
         related products without specifically  providing first offer of refusal
         to ADEPT and receiving written refusal confirmation.

18.6     SAMSUNG  agrees  not to sell  or sell  through  a third  party  spares,
         replacement  parts and  repair  services  or  re-manufactured  products
         relative to the products supplied to ADEPT in competition with ADEPT to
         ADEPT's customers without the written consent of ADEPT.

19.      Non-Competition

19.1     ADEPT shall not during the term of this agreement, manufacture nor sell
         other  manufacturer's  ARMs  which  have  specifications  and  features
         compatible to SAMSUNG's ARMs related to in this Agreement.

20.      Miscellaneous

20.1     This  Agreement  and all  notices,  reports,  documentation,  or  other
         communications  hereinafter  shall be in English  language,  and in all
         case of any conflict between

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Adept / Samsung                                                          Page 17


         the English version and any translated version of this Agreement or any
         such communication, the English version still govern.

20.2     Failure of either  party to enforce a provision  of this  Agreement  or
         waiver by either  party of a breach of a  provision  of this  Agreement
         shall not be construed as waiver of a succeeding  breach or  provision.
         If any provision is held to be invalid or unenforceable, the invalidity
         shall not affect the validity of the remaining provisions.  The parties
         may also  agree  to  substitute,  for the  invalid  provision,  a valid
         provision that most closely approximates the intent and economic effect
         of the invalid provision.

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<PAGE>

Adept / Samsung                                                          Page 18


21.      Entire Agreement

This Agreement  constitutes and expresses the entire agreement and understanding
between the parties hereto with respect to all the matters  herein  referred to.
All previous discussion, promises, agreements, memoranda,  representations,  and
understanding  relative  thereto,  if any, had between the parties  hereto,  are
herein merged or superseded.




ADEPT TECHNOLOGY, INC                   SAMSUNG ELECTRONICS CO., LTD

Executed: /s/ Charlie Duncheon          Executed: /s/ Sung Kwun KIM
          --------------------------              -----------------------------
Officer:      Charlie Duncheon          Officer:      Dr. Sung Kwun KIM
Title:  Senior Vice President,          Title:  Senior Vice President
        Sales & Marketing                       & General Manager
                                                Production Engineering Center

On:     July 16, 1998                   On:     July 16, 1998


Executed:  /s/ Marcia R. Alstott
           -------------------------
Officer:       Marcy Alstott
Title:  Vice President, Operations

On:     July 16, 1998


                                  CONFIDENTIAL


<PAGE>

Adept / Samsung                                                          Page 19


                         Adept / Samsung OEM Agreement

                            Appendices to Agreement
--------------------------------------------------------------------------------

Appendix #1 Products Specifications

AppendIx #2 Price Schedule

Appendix #3 Spare Parts Price Schedule

Appendix #4 Quality Planning & Test Data Requirements

Appendix #5 Robot System Qualification Test Specification


                        To Be Finalized by Both Parties
                                      and
                         Provided Under Separate cover


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<PAGE>

Adept / Samsung                                                          Page 20

                         Adept / Samsung OEM Agreement

                          Contract Appendices Approval

         Appendices

         1. Product Specification

         2. Price Schedule

         3. Spares Pricing Schedule

         4. Quality Planning & Test Data Requirements

         5. Robot System Manufacturing Process Flow

         The above  appendices  1,2,4 and 5 are hereby approved and incorporated
         into  the  Adept/Samsung  Contract,  executed  July 7,  1998,  in their
         entirety.


ADEPT TECHNOLOGY, INC                     SAMSUNG ELECTRONICS CO., LTD

Executed: /s/ Marcia R. Alstott           Executed: /s/ Sungkwun Kim
          ---------------------                     -------------------

Officer: Marcy Alstott                    Officer: Dr. Sungkwun KIM

Title: Vice President                     Title: Senior Vice President
       Operations                                & General Manager
                                                 Production Engineering Center

On: Feb. 26, 1999                         On: Feb. 26, 1999
    ---------------------------               -------------------------


                                  CONFIDENTIAL

<PAGE>

                         Adept / Samsung OEM Agreement

                                  Appendix #1

                           WTR Product Specifications


                                      ****

<PAGE>


                         Adept / Samsung OEM Agreement

                                  Appendix #1

                           LTR Product Specifications


                                      ****
<PAGE>


Adept / Samsung                                                          Page 21

                         Adept / Samsung OEM Agreement

                                  Appendix #2

                                 Price Schedule

Prices are hereby established for each model *

--------------------------------------------------------------------------------
          Model     Unit Price ($US)

          ****          ****

--------------------------------------------------------------------------------

                                    Table 1

*  With Mutually Agreed Conditions as stated below

A. "Must Level" Changes shall be implemented  and  incorporated  by Samsung into
   each applicable  robot Model after the mutually agreed  effective date of the
   change, at no additional cost to Adept.

B. Absolute Encoders shall be incorporated into and supplied by Samsung with the
   each of the above Robot Models at no additional cost to Adept.

C. Arm Power Cables and Arm Signal Cables,  manufactured to Adept specifications
   (TBD)  with an Robot  Signal  Card  (RSC)  provided,  shall be  included  and
   supplied by Samsung with each of the above Robot Models at no additional cost
   to Adept.

D. Samsung shall reduce the billable unit price, from the initial agreement,  by
   ten percent by (10%), for single and double WTR Robots. For single WTR robots
   this  cost  reduction  shall  occur  after a  total  of  ****  units,  in any
   combination of single WTR Robots, have been shipped under this contract.  For
   the double WTR Robot this cost  reduction  shall  occur after a total of ****
   units, in any combination of double WTR Robots,  have been shipped under this
   contract.

E. As  special   competitive  market  situations  occur  for  potentially  large
   quantities of single or mixed Robot  Models,  requiring  aggressive  pricing,
   Samsung will make every effort in the spirit of this partnership contract, to
   cooperate and in turn make deep  discounts  available to Adept to improve the
   negotiating  position  and  opportunity  to capture  the  resulting  customer
   contract. (Refer to Contract paragraph 3.4.2)

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Adept / Samsung                                                          Page 22

                         Adept / Samsung OEM Agreement

                                  Appendix #2

                                 Price Schedule

F. Samsung shall  discount any and all orders of **** or more of the above Robot
   Models,  whether single or mixed model lots, by ten percent (10%), to improve
   the capture rate for large customer orders.

G. Samsung shall provide Certified CE Marking for all of the above Robot Models,
   effective July 1, 1999, or as mutually agreed in writing.


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Adept / Samsung                                                          Page 23

                         Adept / Samsung OEM Agreement

                                  Appendix #3

                           Spare Parts Price Schedule



                        To Be Finalized by Both Parties

                                      and

                         Provided Under Separate Cover


                                  CONFIDENTIAL


<PAGE>


Adept / Samsung                                                          Page 24

                         Adept / Samsung OEM Agreement

                                  Appendix #4

                             Adept Quality Planning

This  Appendix  covers the Quality  Guideline  to be employed by Samsung for the
assembly and test of the Samsung robot product

  1  Build  and  test

      1.1 Manufacturing product and process development.

         1.1.1 Product  performance  specifications  and procedures shall define
               the acceptance criteria for each assembly and/or sub assembly.

         1.1.2 Manufacturing    instructions   or   other   forms   of   process
               documentation  shall define the  specific  detail  assembly  step
               sequences and required tooling.

         1.1.3 Manufacturing  and test  documents  shall contain the required QC
               self and sequential checks to be performed prior to releasing the
               sub assembly to the next station.

         1.1.4 Process standards for workmanship shall be used by Samsung in the
               manufacturing and test of the Samsung robot product.  All process
               specifications  shall be written documents.  Each assigned a part
               or process number and maintained under engineering control.

     1.2     Evidence of build and test.

         1.2.1 Each  arm  built  shall  exhibit   evidence  of  build  and  test
               acceptance  by the  appropriate  operator.  This  acceptance  can
               include  acceptance  stamps on the product  itself or as approval
               signatures on product  certification  documentation  that travels
               with the  product  during  assembly  and test.

     1.3  Operator  and  process certification

         1.3.1 Zero tolerance for Defects. No acceptable defect level.

         1.3.2 Adept autotest is the platform to be used for functional  test of
               the Samsung  robot  product.  Products that indicate test failure
               shall NOT be accepted by Samsung and shipped to Adept without the
               express and written approval from Adept Purchasing.

         1.3.3 Operators and technicians shall be fully trained in the specifics
               of the manufacturing/test instructions and process requirements.


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Adept / Samsung                                                          Page 25

         1.3.4 Operators  shall be certified as being capable of performing  the
               required tasks.

         1.3.5 Station  output  must be  certified  as  complete  by the station
               operator  prior  to  moving  to the next  build or test  station.
               Certification  includes  evidence of acceptance stamp on material
               or signed acceptance by the process operator.

         1.3.6 Units  without the written  evidence of  acceptance  shall NOT be
               accepted at the next  assembly or test  station.

 2 QC Inspection points

   All QC  check  steps  used to  verify  quality  performance  are to be  fully
   integrated and documented  within the  manufacturing  and test process.  This
   includes:

       2.1 Electrical or functional QC tests

         2.1.1 Any tests  required  during  assembly  to verify  conformance  to
               performance or other standards.

         2.1.2 Functional   tests  as  required   and  defined  by  the  Adept's
               applicable test process  document.

         2.1.3 Hipot  or  other  electrical  tests as  required  by the  process
               documentation.

       2.2  Visual inspection

         2.2.1 Self-inspection:  Every process will include inspection checks of
               critical steps and parameters by the person performing the task.

         2.2.2 Sequential inspection: Sequential inspection is employed to cross
               verify the  quality of an employee  or work team.  The  immediate
               down  stream  process  will  perform  a  check  (sample  or  100%
               depending  upon  the  process)  of the  quality  of the  upstream
               process.  The down  stream  process  will not  proceed  until the
               product is accepted.

         2.2.3 Out of Box QC visual  audit:  The out of box QC visual audit is a
               100% non functional inspection performed prior to shipment.  This
               inspection shall be cover:

         2.2.3.1  Product  built  in  compliance  to   manufacturing   and  test
                  documentation   and   includes  the   appropriate   acceptance
                  checklists and other evidence of acceptance.


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Adept/ Samsung                                                           Page 26

         2.2.3.2  Product   cosmetic   workmanship,   packaging   and   labeling
                  compliance.

         2.2.3.3  This  Inspection  or audit shall be  performed  by a 3rd party
                  inspection or audit function.

 3 Quality control information

       3.1     Quality defect measurement shall be accomplished in two ways:

         3.1.1 Real time quality measurement

               3.1.1.1 Pareto charts of defects

               3.1.1.2 Product test performance charts

         This activity is used to prevent  defects.  Trend charts and SPC charts
         with  defined  limits  shall be used during the product test to monitor
         key assembly and performance variables.

         3.1.2 Historical quality performance measurement

               3.1.2.1 Defect tracking

               3.1.2.2 Yield run charts

         This activity is designed to collect data over time. All defects are to
         be documented and entered into a database for  performance  measurement
         reports.  This  data  will  form the  backbone  for  quality  and yield
         improvement and corrective action.

    3.2 Quality Information reports shall be distributed as follows:

         3.2.1 Monthly Pareto failures

         3.2.2 Time to fail

         3.2.3 Product yield

         3.2.4 Open corrective actions.

    3.3  FTP site data transmission

         3.3.1 Robot  Signature  Card  (RSC) and  functional  test data shall be
               uploaded to the FTP site prior to shipment of the arm to Adept.

 4 Supplier Quality certification

   All suppliers are held responsible for the quality of the materials  supplied
   to Adept. Within this policy, the following specifics apply

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Adept / Samsung                                                          Page 27

     4.1 Supplier qualification

         Production suppliers shall be approved and in current use. New supplier
         candidates shall be formally approved for production prior to use.

    4.2  Evidence of Acceptance

         All custom cables shall have evidence of test documented on each of the
         individual cables. Multiple test requirements (Hipot,  continuity etc.)
         requires  multiple  test stamps.

         All motors or other OEM products shall have evidence of test stamped on
         each Item. Multiple tests require multiple test stamps.

 5 Closed loop corrective action

   Internal and supplier  caused defects shall be documented and processed using
   a closed loop corrective action system. This system is required to define the
   problem,  responsible  department,  action  required and expected  completion
   date. The action is to remain  labeled as open and unresolved  until adequate
   root cause  corrective  action is implemented.

      5.1 Corrective Action Report (CAR) Assignments

         All CAR's will be received  and  reviewed  by the work area  manager or
         supervisor. CAR assignments shall be made per the following options:

         5.1.1 Improvement team

         5.1.2 Area manager/Supervisor assignment

      5.2  CAR closeouts

         All  CAR's  shall  be  closed  out  in  writing  with  the  appropriate
         improvement team or area manager signature of completion.

 6 Continuous Improvement activities

   6.1   Improvement  teams  will be  identified  covering  all key areas of the
         manufacturing  and test process.  The area manager is  responsible  for
         coordinating this team activity.

   6.2   Improvement  teams  and the area  supervisor  will be  accountable  for
         establishing corrective actions for workmanship type quality problems.



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Adept / Samsung                                                          Page 28

                         Adept / Samsung OEM Agreement
                                  Appendix #5
                     Robot System Manufacturing Process Flow

--------------------------------------------------------------------------------
                           Samsung LTR and WTR Robots
--------------------------------------------------------------------------------

                                December 1, 1998

This document provides a flowchart and definitions of the manufacturing  process
to be employed between Adept Technology and Samsung in the production of LTR and
WTR robotic  systems.  This is based upon the best  information  available  when
published.  This  document  is  subject  to  changes  as  required  to  assure a
efficient, controlled, and quality process.

The process  flowchart  provides a high level view of the  manufacturing  steps.
These steps can be broken into three main areas: Adept actions, Samsung Actions,
and Test process flow.  The legend on the right  provides a guide to identifying
each flow box

A  definition  is provided for each process flow step in order for the reader to
have a better  understanding  of the process  flow.  In a similar  manner a test
process summary is provided in the last section.

[GRAPHIC GOES HERE]


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Adept / Samsung                                                          Page 29

                               PROCESS FLOWCHART


                               [GRAPHIC GOES HERE]






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Adept/ Samsung                                                           Page 30

Flowchart step definitions:


[GRAPHIC]

Forecast of demand  shall be for a time  horizon of at least six  months.  There
shall be no limitation upon forecast  changes beyond the sixty day time fence of
the delivery.  Samsung is expected to respond to increases in demand of up to 30
percent between the sixty day and the thirty day time fence of the delivery.

[GRAPHIC]

Only purchase  orders shall be  considered  as  commitment  to receive  product.
Actual  delivery  of  product  to Adept  shall be  based  upon the  terms of the
purchase order.  Adept shall be  liable to accept all committed  purchase orders
or a quantity equal to four weeks of demand.

[GRAPHIC]

The Robot Signature Card (RSC) is a Adept designed  interface  between the robot
and the Adept Controller.  In order to meet customer expectation and engineering
requirements an RSC PCA may need to be included in the product. If required,  it
is recommended,  for logistical reasons, that Samsung produce the RSC PCA, based
upon an Adept supplied  design  package.  An alternative is to have Adept supply
complete RSC PCAs to Samsung for installation into the robots.

[GRAPHIC]

Build  capacity  must be  maintained at a level to meet the sixty day time fence
forecast  plus an  additional  30  percent  to plan  for  increased  demand  and
exceptions. Quality checklists and other in process documents shall be available
upon request for Adept to review. All completed product shall be identified by a
serial number label  containing the Adept  Technology  company name, the name or
product type, and the Adept serial number of the robot.

[GRAPHIC]

Robot test shall be conducted in accordance with Adept Test  Instructions  using
Adept supplied  controller systems and Adept supplied test software  (Autotest).
All robots must pass all test  requirements.  No product  shall be accepted  for
shipment without proof of acceptance.

[GRAPHIC]

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Adept / Samsung                                                          Page 31

At completion of testing Samsung shall provide,  via the Internet F1owchart step
definitions (continued):

all requested test data to Adept for review and product  acceptance.  No product
shall be  authorized by Adept for shipment  without  receipt of the test data in
San Jose.



[GRAPHIC]

Product  acceptance  is based upon Adept  receipt and review of robot test data.
Adept must receive all requested test files and confirm satisfactory  completion
of all test requirements.

[GRAPHIC]

Upon  satisfactory  review of the test  data  Adept  shall  provide  Samsung  an
acceptance for each robot. Samsung is not authorized to ship any product without
receipt of this acceptance from Adept.

[GRAPHIC]

Samsung Is  expected to  maintain a shipment  kanban of two weeks of  forecasted
demand or a minimum of two units for each product configuration which is desired
by Adept. Adept is liable for the authorized quantity which is maintained in the
kanban.  All  product  in the  kanban  shall be fully  tested  with  Adept  test
acceptance.

[GRAPHIC]

Samsung  shall ship robots to Adept in  accordance  with advice  provided in the
purchase  order.  All  product  containers  shall be  identified  with the Adept
Technology company name, Adept product part number, and the serial number of the
robot.

[GRAPHIC]

Adept may desire to ship product  directly to Pacific Rim  customers in order to
avoid the cost and time  required  to ship the product  through San Jose.  Adept
shall  advise  Samsung on an order by order  basis of the  requirement  to "drop
ship" any system directly to a customer.

[GRAPHIC]

Given the decision to drop ship a system directly to a customer Adept shall ship
a fully tested controller in a sealed

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Adept/ Samsung                                                           Page 32

package to Samsung. No additional handling or testing of the controller shall be
required.

[GRAPHIC]

Samsung  shall  consolidate  a fully  tested  robot with the  controller  system
supplied by Adept.  Samsung  shall  advise  Adept upon the serial  number of the
robot to be supplied with each drop ship order.


[GRAPHIC]

Samsung is responsible to supply the complete system,  robot and controller,  to
an Adept approved freight forwarder. Shipment terms shall be FOB Korea.

Summary of Test F1ow:

The test flow assumes the use of Adept controller systems for Bring-up and Test,
as this is thought to be the best  method to assure  customer  expectations  are
satisfied.  Adept owned  controller  systems and  software  would be provided to
Samsung in quantities demanded by the capacity requirements.

[GRAPHIC]

PRE-TEST - A set of tests to be  conducted  by a  technician  prior to beginning
test  operations  with the controller  system.  Pre-Test is the following  three
manual process steps:


     Hi-Pot & Ground  Continuity  - Evidence of  acceptance  is required on each
     unit.

     Hi-Pot Criteria:

          Test Voltage: 1500 vdc
          Trip Current: <= 5 mA
          Voltage Ramp: 1500 vdc/ 100 msec maximum
             Test Time: 1 second.

     Ground Continuity Criteria:

          Test circuit: 25 Amps AC
       Trip Resistance: 0.1 ohm
             Test Time: 6 second.

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Adept / Samsung                                                          Page 33


     Motor Resistance Check - Validate proper system resistance and connection.

     Connect  to  Controller  System  -  Confirm  controller  configuration  and
     connections.

[GRAPHIC]

BRING-UP - This  series of  operations  sets model  specific  and unit  specific
information  about the robot.  Such information will be stored offline or in the
Robot Signature  Card,  (RSC), if this component is included in the robot system
design.  Each process step is automated  using Adept test  software  (Autotest).
Process steps,  data  collection and test results are maintained by software and
stored to disc.

     Initialize RSC - Set robot model defaults into the Robot Signature Card and
     specific unit information, such as serial number.

     Rough Calibration - Determine and store initial calibration zeros.

     Fine  Calibration - Measure and correct for mechanical  offsets and errors.
     Determine  and  store  final  calibration  zeros.   (Technician  assistance
     required.)


     TEST - This  series  of  process  steps is  automated  through  Adept  test
     software




[GRAPHIC]



(Autotest).  Software conducts all robot tests,  maintains data collection,  and
determines  pass or fail. All  information is stored to disc and can be reviewed
by the technician if troubleshooting is required.

NOTE: This section is preliminary.  This section is modeled after Adept standard
      testing procedures for assembly robots. Changes to the testing shall be


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Adept / Samsung                                                          Page 34

added as required in order to assure the performance and quality of the
product.

Cold Joint Friction - Measurement of internal drive friction for each robot axis
when the robot is cold.  Assures  that all  mechanisms  fall into a known range.
Failure could affect servo tuning and robot performance.

Joint Limits - Verification that there are no physical or system restrictions to
reaching all operating envelop limits.

Gain Margin - Verification of servo system stability.

Joint  Performance -  Measurement  of robot cycle time  performance.  Testing is
conducted in Burst (maximum  performance) and Sustained (best performance within
continuous operating limits).

Exercise - Twelve hours of continuous  robot  operations at sustained  operating
limits. Robot must operate without fault.

Hot Joint Friction - Measurement of internal drive friction for each robot joint
when the robot is at operating  temperature.  Assures that all  mechanisms  fall
into a known range. Failure could affect servo tuning and robot performance.

Nulling  -  Verification  that  mechanism  will  completely  settle  to a stable
location. (Similar to Pose Stabilization Time).

Repeatability - Unidirectional Pose Repeatability

Exercise  - One hour of  continuous  robot  operations  at  sustained  operating
limits. Robot must operate without fault.








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