NSK Corporation/Adept Technology
                  Robot Module Purchase and Service Agreement

This agreement between Adept Technology,  Incorporated  (hereinafter referred to
as "ADEPT") and NSK  Corporation  (hereinafter  referred to as "NSK") is entered
into this  agreement  for the purpose of  providing  sales of NSK Robot  Modules
through ADEPT'S sales and marketing  capabilities.  NSK and ADEPT agree that the
following  provisions shall govern the mutually beneficial  relationship between
NSK and ADEPT.

1.   Purpose and Scope of Agreement

1.1 This  agreement,  along  with the terms and  conditions  printed  on ADEPT'S
purchase  orders and NSK's  acknowledgement  forms that do not conflict with one
another,  set forth the conditions for purchase of items and quantities.  Should
there be any conflict between purchase order and or  acknowledgement  forms this
document shall be paramount.

2.   Product Specification and Technical Information

2.1  Product Specification

NSK will sell to ADEPT  "Robot  Modules"  (hereinafter  referred  to as MODULES)
which meet a mutually agreed upon specification in the NSK product specification
manual. If changes are required to the product specifications referenced in this
agreement  during the course of the  business  relationship,  both  parties must
approve  the  requirements  and  changes in writing to be made  before  they are
incorporated into the product sold to ADEPT. NSK agrees that all MODULES sold to
ADEPT  will  meet  the  most   current   effective   revision   of  the  product
specifications  approved by both  parties  and be  compatible  in form,  fit and
function including spare parts.

2.2  Technical Support

NSK will provide an on-site NSK engineer,  currently Mr. Morita,  to train ADEPT
personnel.  Mr. Morita will be the technical liaison between NSK (USA) and T-NSK
(Japan).  NSK and ADEPT  agree  that from time to time the NSK  Engineer  may be
changed at the  discretion  Of NSK.  however,  a  replacement  Engineer  will be
provided of equal skill and competence. NSK agrees to give ADEPT sixty (60) days
notice of any such change.


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3.0  Pricing and Payment

3.1  Pricing

The prices applicable to the product purchased under this agreement shall be set
forth in the attached  PRICE  SCHEDULE.  Pricing shall be in U.S.  dollars for a
minimum  quantity of 40 axis for  calendar  1994 and a minimum  quantity of 1050
axis for calendar 1995.  Pricing may be  renegotiated  to take into account cost
changes due to:  improvement  of  production  processes.  labor costs,  material
costs,  currency  fluctuations,  price increases by competitors and governmental
actions. Price is based on a rate of 105 Yen per one U.S. dollar. Yen changes of
plus or minus 10% may be renegotiated.

3.2  Pricing Schedule

Proposed  changes in prices will be reviewed  quarterly and must be communicated
to Adept at least ninety (90) days prior to intended  effective  date. A release
against the new price schedule shall be applicable to all shipments  ninety (90)
days after effective date on new price schedule.

3.3  Payment Terms

Invoicing  shall be on a per shipment basis and shall become due and payable one
hundred-twenty  (120)  days  from the  date of  invoice.  A total  of eight  (8)
demonstration  units will become  payable one hundred and eighty (180) days from
invoice date. Spare parts will become payable one hundred-twenty (120) days from
invoice date. If additional demonstration units are ordered, exceeding the eight
mentioned, payments will be due one hundred-twenty (120) days from invoice date.

4.0  Lead Times, Forecasts, Purchase Orders, Delivery Schedules

4.1  Lead Times

NSK shall offer a lead time of eight (8) weeks by boat for  delivery of standard
product.  Non-standard  product will be subject to availability.  NSK will incur
additional  freight  charges to fulfill  promised  ship dates.  ADEPT will incur
additional  freight  charges if drop  shipments are required  before NSK promise
date. NSK will use its best efforts to expedite  particular orders where ADEPT'S
ability to make a sale is based on quick  delivery.  Initial  stocking  order is
subject to availability.  NSK will make best efforts to provide quick service to
the customer to promote the mutual success of both parties.

4.2  Forecast

ADEPT will provide to NSK a twelve (12) month  rolling  forecast  via  facsimile
from  Purchasing  Agent and will be updated every master  schedule  change.  The
forecast  and revised  forecast  provided  to NSK by ADEPT will be ADEPT'S  best
efforts but shall not be a binding obligation to place orders in accordance with
its forecast.  Only actual signed Adept  Purchase  Orders shall be considered as
the purchasing commitment.

4.3  Purchase Orders


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Only actual signed Adept  Purchase  Orders shall be considered as the purchasing
commitment.  NSK shall  acknowledge,  within forty-eight (48) hours exclusive of
weekends and holidays via fax,  all purchase  orders.  Adept will issue  release
orders via fax against  open  purchase  orders.  Adept will issue open  Purchase
Orders for an  approximate  period of six (6) to twelve (12) months for stocking
inventory.   ADEPT  will  periodically  issue  Purchase  Orders  for  drop  ship
requirements.  Every week Adept will issue an Order Release (Ship  Schedule) via
facsimile against the Open Purchase Order.

4.4  Shipment Schedule

Adept will issue an Order  Release  Schedule  against  the Open  Purchase  Order
(hereafter  known as Ship  Schedule) via facsimile  commencing  the 10th of each
month that will specify monthly Production  Shipment delivery quantities for the
next six (6) months of which the first thirty (30) days are firm. The balance of
the schedule may be adjusted based on the following matrix.

               Month           Lead-time       Upside  Downside
               Current         0-30 days       Frozen  Frozen
               +1              31-60 days      20%     20%
               +2              61-90 days      50%     50%
               +3 or more      91-180 days     100%    100%

4.5  Stocking Location and Stocking Levels

Adept will be the primary  stocking entity and will be responsible for shipments
to the end user.  NSK will have  supplementary  inventory  in  Cerritos,  CA, to
support ADEPT's stocking levels.  Each location will have a minimum of two weeks
shipping  requirements  of modules and a two (2) weeks of safety stock available
and ready  for  shipment  within  24 hour  notice.  NSK will  provide  drop ship
services when it promotes our mutual success.

4.6  Deliveries

Delivery  quantities to be made on a weekly system are scheduled and supplied by
ADEPT'S  Agent via fax or phone  call.  NSK shall  deliver  to ADEPT or  ADEPT'S
Customers  in  accordance  with  delivery  schedule set forth in weekly fax. NSK
shall not deliver product in advance of ADEPT'S required  delivery without prior
written  approval.  When earlier  deliveries are made, ADEPT may elect to return
the item at NSK's expense.

4.7  Shipments

All product shall be shipped FOB NSK U.S. facilities.  Shipments will be made to
ADEPT'S Standard Shipping  specification.  From time to time it may be necessary
to modify shipments by mutual  agreement of both parties.  NSK agrees to provide
weekly  shipments as  requested  by ADEPT.  Title and Risk of loss shall pass to
ADEPT at the FOB ship Point, notwithstanding any failure of notification to ship
any non-conformity  MODULES.  NSK will ship to ADEPT'S customer when it promotes
our mutual success at ADEPT'S expense.


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4.8  Returns

NSK will allow a one-time  mass  return of the NSK styled  MODULES  and  related
products in unused and saleable  condition.  In return for this  service,  ADEPT
agrees to place an  offsetting  order for equal to or  greater  than the  return
amount.

5.0  Warranty

5.1  Product Warranty

NSK  warrants  that  the  Robot  MODULES  sold  to  ADEPT  will  conform  to NSK
specification and be free of manufacturing defects for a period of eighteen (18)
months from ship date.  NSK  specifically  disclaims  the implied  warranties of
merchantability and fitness for a particular purpose.

5.2  Warranty Obligation

NSK's warranty  obligation  will be limited to provide at no charge to ADEPT, an
exchange or replacement  part within two (2) working days for any standard field
replacement  part or  subassembly  found to be defective by ADEPT and NSK during
the warranty period. ADEPT will return or scrap defective part or subassembly at
NSK's direction.  NSK will pay the cost of transportation in both directions for
the defective parts. NSK will not under any circumstances be liable for personal
injury and or  consequential  damages or lost profits that may arise from breach
of this express warranty.

5.3  Defect

To the extent that the defects are  substantial  (over 5% of the MODULES shipped
in the prior  three (3) months or require  more than four (4) man hours per unit
to repair) per ADEPT and NSK agreement. ADEPT will return the product to NSK for
repair or replacement at NSK's expense including labor and  transportation  both
ways.

5.4  Training

Maintenance  and repair  training  to ADEPT  personnel  and any third party whom
ADEPT  contracts  to service the Robot MODULE will be provided by an on-site NSK
engineer  (currently  Mr.  Morita) for a period of one (1) year.  If training is
held at an ADEPT customer site,  ADEPT will reimburse NSK for expenses  incurred
to  provide  such  training.  Additional  time may be agreed to by both  parties
should  it be  necessary  at the  conclusion  of the  initial  one (1) year time
period.  Should  Adept  desire to use a third  party  contractor  for  service a
confidentiality agreement running to the benefit of Adept and NSK must be signed
prior to any third party service.

5.5  Dead On Arrival (DOA) and Infant Mortality Performance

MODULES parts and replacement parts DOA and infant mortality rates for 18 months
must be 1%  except  for  abnormal  transportation  damage.  The  system  and its
packaging must be able to withstand normal industry shipping (air, rail, and


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truck) requirements for vibration,  shock,  temperature and humidity. If DOA and
infant  mortality  rates  exceed  1%.  ADEPT may  claim  labor  expense  at cost
(includes  labor,  travel and per diem expenses) from NSK. A notification of DOA
in writing  must reach NSK within five (5) working  days after the date of cargo
arrival at the  customer's  site.  ADEPT  judges  the DOA and  Infant  mortality
performance as non-functional MODULES or replacement parts when arrived at ADEPT
or products not performing per stated specification.

5.6  Replacement Parts

All replacement  parts for components within the warranty period shall carry the
remaining express warranty time period.  Replacement parts for components out of
the warranty period will have a 12 month repair warranty period.

6.1  Replacement Parts

All spare or  replacement  parts  required for the MODULE sold to ADEPT shall be
listed  in the PRICE  SCHEDULE.  Prices  for  out-of-warranty  and  spare  parts
purchased by ADEPT shall be listed and updated in the PRICE SCHEDULE in the same
manner as product prices as outlined in Section 3 of this agreement.  All spares
must be fully tested and run as per NSK specification manuals.

6.2  Replacement Parts Stock Levels

ADEPT  agrees to  maintain a level of  replacement  parts which will allow it to
ship emergency spare units. NSK agrees to maintain a level of stock of spare and
replacement parts which will allow it to ship emergency replacements of any part
within one (1) working day of notification via FAX. NSK will drop ship emergency
requirements to ADEPT'S customer at ADEPT'S expense.

ADEPT will use its 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

NSK agrees to maintain  records of the revision  levels for all parts and relate
the part revision  level to the serial  numbers of all MODULES which it ships to
ADEPT. These records are to be sent monthly to ADEPT with the latest updates.

NSK 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. NSK will stock sufficient quantities of prior
revision level parts to meet any future repair  requirements  for MODULES in the
field for a required  eight (8) years.  Both parties shall discuss the update of
prior  revision  spare parts in ADEPT  inventory  which shall be returned to NSK
upon agreement.


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6.4  Re-manufactured Parts Usage

Only new parts will be employed in new MODULES and spares

6.6  Spare Part Packaging

All  MODULES and spare parts will be  individually  packaged  and in a manner to
prevent any normal  shipping  damage and allow safe  storage and handling of the
individual parts in the unopened  package.  All MODULES 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.)

6.7  Packaging Labeling

NSK will create packaging  having external  labeling that conforms to applicable
law and trademark  and  marketing  identification  requirements  established  by
ADEPT.  This is particularly  important given the plan to ship direct from NSK's
stocking locations to ADEPT'S customers.

All electric  components must be adequately  packaged to prevent (E.S.D.) and/or
humidity damage consistent with the shipping and storage methods.

7.0  Product Changes Management

NSK agrees to maintain and provide  notification  to ADEPT of revision  level to
the serial  numbers of all product  that it ships to ADEPT.  NSK will 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, NSK will stock sufficient  quantities of prior revision level parts
to meet any future repair requirements for MODULES in the field. Should NSK make
a  revision  to a part  and the new  revision  part is a  retrofit  to  previous
revisions. ADEPT may return any prior revision spare parts in ADEPT'S inventory,
which  the new  revision  will  replace,  to NSK for  replacement  with  the new
revision part.  This will minimize  revisions of parts which ADEPT must stock as
spares and allow only the most current revision to be inventoried.

All changes are to be fully  downward and upward  compatible.  If for any reason
compatibility  is not  possible,  the  impact to ADEPT'S  customer  base must be
assessed and is subject to ADEPT'S  approval.  ADEPT will expect that all spares
will be upgraded  within six (6) months through a recycle  program and all other
parts must be upgraded  and/or  replaced upon failure.  All revisions will be at
NSK's cost.

8.   Obsolescence

8.1  Support Service

For all  MODULES  sold to ADEPT  under  this  agreement,  NSK  agrees to support
service and parts replacement for at least eight (8) years after notification to
ADEPT of product discontinuance.


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8.2  Obsolescence Agreement

NSK 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,  NSK
agrees to maintain  production of the subject  product  and/or part for eighteen
(18) months from notification.

9.   Documentation

9.1  Documentation

NSK will provide manuscript,  technical illustrations in fully converted English
for all MODULES  sold to ADEPT for  incorporation  into ADEPT'S user and service
manuals at no cost.  NSK grants ADEPT the right to reproduce  the  documentation
for sales, service literature and manuals. Documentation will be provided in the
form of electronic copy in eighty-eight  megabyte  magneto-optical  disk in Page
Maker 4.0 format.

10.  Inspection and Testing

10.1 Testing

NSK products  will perform to printed NSK catalog  specification.  If additional
testing is needed, NSK and ADEPT will come to a mutual agreement.

10.2 Inspection

ADEPT shall have the right to periodically  inspect NSK's production process for
MODULES  sold to ADEPT at NSK's  facility as  required  with  reasonable  notice
before any visit.  ADEPT shall retain the right to final test and  acceptance of
any product  before it is shipped  from NSK's  facility.  A  non-disclosure  and
confidentiality  agreement  will be  required to be signed by  authorized  ADEPT
personnel.

10.3 Quality Data

This issue has yet to be resolved and should be deleted from this agreement. NSK
will try to comply with ADEPT'S questions concerning quality issues but NSK does
not have a formal quality response system in existence at this time.

10.4 Conformal Agency Approvals

For the MODULES  acquired by ADEPT,  NSK must  maintain  the  relevant  product,
design and  manufacturing  operations in full  compliance  with all  appropriate
safety and standards requirements.

11.1 Indemnity

NSK will defend at its expense any claim or suit brought  against ADEPT,  or any
ADEPT customer using MODULES originally manufactured by NSK, based on claim that
the  use of any  product  delivered  constitute  an  infringement  of a  patent,
copyright, or any other intellectual property right issued by a country in which
ADEPT does business.


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NSK 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.

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

12.1 Confidentiality

Each  party  acknowledges  that,  in the  course  of  the  performance  of  this
agreement,  it may obtain information relating to the other party. its business,
and MODULES that is of confidential and proprietary nature (hereinafter referred
to as "Proprietary Information").

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  divulge the  Proprietary  Information  to third  parties or people
within its  company who do not have a need to know  without the express  written
permission of the party making the claim of Proprietary Information.

12.2 Propriety

Obligations to protect the others Proprietary Information shall not apply to the
extent  such   information:   (a)  was  in  the  recipient  parties  lawful  and
unrestricted  possession  prior to disclosure by the other party as evidenced by
written records; (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
derive it from the disclosing  party; or (d) is  independently  developed by the
recipient without reference to the Proprietary Information and without violation
of any  confidentiality  restriction,  or divulged to a third party  through due
process of 1aw.

12.3 Non-disclosure

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

12.4 Public Disclosure

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


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purposes must be approved by both parties prior to  disclosure  unless  required
through due process of law.  Then the party  required  to the  disclosure  shall
notify the other party as far in advance as circumstances allow.

13.1 Assignments and Delegations

This  agreement  shall inure to the benefit 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  or
delegation by a party that is part of or incident to the sale or other transfer,
whether by sale, merger, consolidation,  or other corporate reorganization.  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.

14.1 Initial Term

The Initial  Term of this  agreement  shall be  thirty-six  (36) months from and
after the Effective Date unless specifically formally contested by either party,
this agreement will automatically extend in 12 month increments.  This agreement
will not extend  beyond ten (10) years.  Given this  agreement  is  contested by
either  party,  or both 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.

14.3 Termination

Termination  shall not relieve NSK of its obligations  under sections 5, 6, or 7
of this  agreement  that deal with warranty and service of MODULES sold to ADEPT
prior to the termination of this agreement.

15.1 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 parties 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.


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16.1 Law

This agreement  shall be governed by and interpreted in accordance with the laws
of the State of California,  U.S.A.  The California  state courts of Santa Clara
County,  California (or, if there is exclusive federal jurisdiction,  the United
States District Court for the Northern  District of  California),  ADEPT and NSK
will  work out a fair  settlement  between  the two  parties.  If one  cannot be
reached, it will go to arbitration. The parties agree that any arbitration shall
be  held  in the  U.S.  at a site  mutually  convenient  to  both  parties.  The
arbitration  shall be pursuant  to the rules of  commercial  arbitration  of the
American Arbitration Association.

16.2 Fees

Reasonable attorney's fees and costs shall be awarded to the prevailing party in
the event of  litigation  involving the  enforcement  or  interpretation  of the
agreement.

17   Exclusivity

17.1 Information Disclosure

NSK will not use to its advantage any information disclosed by ADEPT as a result
of this  purchase and service  agreement  unless the  information  is freely and
commonly available in the market place.

ADEPT Customer Contact and Business Competitive Restrictions

NSK agrees not to use this supplier  relationship as a mean to contact any ADEPT
customer without the formal written agreement of ADEPT.

17.2 Territory Exclusivity

NSK agrees that this  contract  will be the basis to  purchase.  NSK agrees that
this ADEPT has exclusive  rights in North America  (Canada,  United States,  and
Mexico) to sell Robot MODULE.  Exclusivity of Canada and Mexico must be approved
by NSK-RHP (Canada) and NSK-MEX (Mexico) through Mr. Kusunoki.

NSK retains the right to sell modules to existing NSK  customers  who prefer not
to purchase from ADEPT.  ADEPT agrees that NSK will retain the right to sell and
service,  under the NSK label,  non-U.S.  machine builders who import product to
North America.

NSK agrees to provide ADEPT incoming  leads for MODULES.  ADEPT agrees to inform
NSK concerning  applications deemed non-module compatible but could be addressed
by other NSK products.

In  return  for  this  exclusivity  ADEPT  agrees  to  the  following  marketing
commitment:

     o   Strive for majority of market share in North America


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     o   Produce ADEPT brochures to promote the sales of MODULES

     o   Institute  direct  mail,  telemarketing  and  advertising  programs  to
         promote the sales of MODULES

     o   Establish a five person MODULE team to promote MODULES

     o   Establish a technical service hot line

     o   Achieve unit sales described in Section 3.1

     o   Place order for initial stocking quantity to be determined

     o   Based on previous meeting and ADEPT'S business plan ADEPT has agreed to
         spend one million dollars to promote sales of MODULES

18.1 Miscellaneous

This agreement and all notices, reports,  documentation, or other communications
hereinafter  shall be in  English  language,  and in all  cases of any  conflict
between the English version and any translated  version of this agreement or any
such  communication,  the English  version will govern.  Filed notices should be
sent to:

        Steve Annen             Brian Lage
        Adept Technology        NSK Corporation
        150 Rose Orchard Way    250 Covington Drive
        San Jose, CA 95134      Bloomingdale, IL 60108
        Ph. (408) 432-6205      Ph. (708) 924-8000
        Fax (408) 432-8707      Fax (708) 924-8197


18.2 Miscellaneous

Failure of either party to enforce any provision of this  agreement or waiver by
either party of a breach of any  provision of this  agreement by the other party
shall not be construed as a waiver of any  succeeding  breach of the same or any
other provision.

If any provision is held to be invalid or  unenforceable,  the invalidity  shall
not affect the validity of the  remaining  provisions,  and the parties agree to
substitute  for the  invalid  provision  a valid  provision  that  most  closely
approximates the intent and economic effect of the invalid provision.

19.1 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
understandings  relative  thereto,  if any, had between the parties hereto,  are
herein merged or superseded. This agreement is deemed signed in Illinois.

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IN WITNESS  WHEREOF the parties  hereto have cause this agreement to be executed
in duplicate by their respective duly authorized  representatives on the day and
year first below written and retained one copy respectively.


ADEPT TECHNOLOGY                          NSK CORPORATION

BY: /s/ Charles ??????                    BY: /s/ ???????
    ----------------------------------        ----------------------------------

TITLE: Senior V.P.                        TITLE: Chairman C.E.O.
       -------------------------------           -------------------------------

DATE: 1/16/95                             DATE: 1/19/95
      --------------------------------          --------------------------------


BY: /s/ ???????                           BY: /s/ ??????
    ----------------------------------        ----------------------------------

TITLE: Linear Modules Business Manager    TITLE: Gen. Manager
       -------------------------------           -------------------------------

DATE: 1/16/95                             DATE: 1/19/95
      --------------------------------         ---------------------------------