ADEPT TECHNOLOGY / ELECTRONIC MANUFACTURING SYSTEMS

                               Table of Contents
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TITLE                                                                       PAGE
-----                                                                       ----

REPRESENTATIONS                                                               3
PURPOSE                                                                       3
TERM OF AGREEMENT                                                             3

PRODUCTS AND SERVICES                                                         3
PRODUCT AND BUSINESS CONFIDENTIALITY                                          3
PROPRIETARY DATA                                                              3
TECHNICAL COMMUNICATIONS                                                      3
APPLICABLE DOCUMENTS                                                          4
NO COMPONENT SUBSTITUTION                                                     4
ENGINEERING CHANGE ORDERS, PROCESS CHANGE NOTICE AND DEVIATIONS NOTICES       4
PROCESS CHANGE NOTIFICATION                                                   4

NEW PRODUCT DEVELOPMENT PRICING                                               4
PURCHASE ORDERS/FORECASTS                                                     4
PURCHASE COMMITMENT                                                           5
ORDER CANCELATION                                                             5
PRICE LIST                                                                    5
PREMIUM DELIVERY PERFORMANCE AND CHARGES                                      5
PAYMENT TERMS                                                                 5
COST REDUCTIONS                                                               5
PRICING MODEL                                                                 6
SEMI-ANNUAL COST REVIEWS                                                      6
CONTINUOUS PROCESS IMPROVEMENT (CPI) PROGRAM                                  6
PROGRAM MANAGEMENT REVIEW MEETINGS                                            6

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

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                                                                          Page 2

TITLE                                                                       PAGE
-----                                                                       ----

JIT KANBAN DELIVERY PROGRAM                                                   7
PRODUCT TESTING                                                               7
PACKAGING AND MARKING                                                         7
SHIPPING RESPONSIBILITIES                                                     7
EARLY/DELIVERIES                                                              7
OVERSHIPMENTS                                                                 7

QUALITY ASSURANCE                                                             7
PROCESS CONTROL                                                               7
WORKMANSHIP                                                                   7
CONTROL OF PURCHASES                                                          8
RECEIVING INSPECTION                                                          8
IN-PROCESS INSECTION                                                          8
FINAL ACCEPTANCE TEST                                                         8
DATA REPORTING AND RECORDS                                                    8
FIRST ARTICLE DATA                                                            8
CORRECTIVE ACTION                                                             8

WARRANTY                                                                      9
REPAIR OF PRODUCT AFTER WARRANTY PERIOD                                       9
NO TROUBLE FOUND                                                              9

UNAUTHORIZED CHANGES                                                          9
ASSIGNMENT                                                                    9
FORCE MAJEURE                                                                 9
INDEMNIFICATION AND LIMITATION OF LIABILITY                                  10
INFRINGEMENT                                                                 10
TERMINATION                                                                  10

GOVERNING LAW AND ARBITRATION                                                10
GENERAL                                                                      10
EXECUTION OF AGREEMENT                                                       11
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                                                                          Page 3
                        ADEPT TECHNOLOGY / EMS AGREEMENT
--------------------------------------------------------------------------------

REPRESENTATIONS

         This is an Agreement between Adept Technology, Inc. located at 150 Rose
         Orchard Way,  San Jose,  California  95134  ("Buyer"),  and  Electronic
         Manufacturing  Systems,  Inc.,  located  at 120 9th  Avenue,  Longmont,
         Colorado 80501 ("Seller").

PURPOSE

         This  Agreement  is written and  executed in good faith on 8-28-97 (the
         "Effective  Date")  by  both  parties,  with  the  mutual  interest  of
         developing a long lasting business  relationship  that will be mutually
         profitable  and  successful.  In executing  this  Agreement the parties
         hereto  declare  they  are  each   independent   contractors   and  the
         transactions  described  in this  Agreement  constitute  the extent and
         total relationship of the parties.

TERM OF AGREEMENT

         The Term of this Agreement  shall be three (3) years from the Effective
         Date, unless either party initiates formal notification of termination.
         Thereafter,  this Agreement may be extended by mutually signed, written
         amendment.

PRODUCTS AND SERVICES

         Buyer agrees to purchase cable assemblies (the "Products") as specified
         by written purchase orders,  and Seller agrees to deliver such Products
         in  compliance  with Buyer's  purchase  order  documents,  and mutually
         agreed  specifications  and Seller's order  acknowledgments.  Buyer and
         Seller agree to consider other  products,  assemblies  and/or  services
         that are compatible with each other's business purpose and end products
         and services as a means of enhancing and further developing the success
         of this business relationship.

PRODUCT AND BUSINESS CONFIDENTIALITY

         The  partnership,  product  assembly and working  relationship  between
         Buyer and  Seller  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.

PROPRIETARY DATA

         All  specifications,  drawings or other documents provided by the Buyer
         to pursuant to this Agreement are property of Buyer and as such,  shall
         be considered  Company  Confidential  by Buyer.  Seller shall not copy,
         duplicate or transfer any such  information for purposes other than may
         be  required to perform to the  requirements  of this  Agreement.  This
         Agreement  and  amendments  thereto  and  all  documentation,   written
         procedures,  purchase  orders,  order  acknowledgments  and/or  written
         correspondence  shall be considered  Company  Confidential  between the
         parties  regardless of whether or not the written  documentation  is so
         marked.  All business and  technical  discussions  between  Buyer's and
         Seller's  employees shall be considered  Company  Confidential  and all
         information related to such discussions shall not be discussed with any
         other parties.

TECHNICAL COMMUNICATIONS

         Technical discussions related to this Agreement between the Buyer's and
         Seller'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 Buyer  change order and Seller
         order acknowledgment

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                                                                          Page 4

APPLICABLE DOCUMENTS

         All deliverables under this Agreement shall be manufactured,  assembled
         or otherwise  modified or value added,  in accordance  with the Buyer's
         specifications  and/or  drawings  and other  process  documentation  as
         mutually agreed between Buyer and Seller.

NO COMPONENT SUBSITIUTION

         Seller shall not deviate from the  contractually  specified  materials,
         parts or  components  designated  on by the Buyer's  purchase  order or
         Approved Supplier Listing (ASL) or any related  specification,  drawing
         or  other   contractual   document   required  in  the  performance  of
         manufacturing  and delivering the product  requirements  on the face of
         any of the Buyer's  purchase order / subcontract,  without written fax,
         letter or change order approval  specifically issued by the Buyer. None
         of the Buyer's employees of Adept Technology or its sub-tier  suppliers
         or  subcontractors,  shall be  authorized  to  approve  any  substitute
         materials,  piece  parts,  or  components,  other than the Buyer and/or
         Quality  Engineer  or  other  duly  authorized  Purchasing  or  Quality
         personnel of Adept Technology, Inc.

ENGINEERING CHANGE ORDERS, PROCESS CHANGE NOTICES AND DEVIATION NOTICES

         It is  recognized  that  Seller  will be  asked  to  implement  Buyer's
         Engineering Change Orders (ECO's), Process Change Notices and Deviation
         Notices  in a  timely  manner.  Seller  shall  issue,  within  5 (five)
         business  days,  a quotation in response to the  foregoing  showing all
         charges   associated   with   documentation,    labor,   material   and
         administrative  costs.  Implementation  will be mutually  agreed by the
         issuance  of Buyer's  purchase  order or change  order and by  Seller's
         order acknowledgment. Buyer agrees to pay Seller for all costs incurred
         by Seller  relative to orders released and confirmed by Seller prior to
         the  implementation  of the mutually  agreed ECO,  deviation or process
         change.

PROCESS CHANGE NOTIFICATION

         Seller  guarantees  to Buyer  that in the  event of a  planned  process
         change by Seller that could  potentially  affect form, fit or function,
         Seller  will  notify  Buyer in  writing  ninety  (90) days prior to the
         change.  Additionally,  Seller  guarantees to submit,  if requested,  a
         sufficient  sample  size to Buyer  within a minimum  of sixty (60) days
         prior  to  such   effective   change   date,   for  purposes  of  Buyer
         re-qualifying Seller for this agreement.  In the event the Buyer cannot
         re-qualify Seller,  Seller agrees to continue to supply the items under
         the "old" process, to Buyer for the duration of this contract, or until
         Buyer can  locate an  acceptable  source for  items,  whichever  occurs
         first.

NEW PRODUCT DEVELOPMENT PRICING

         Seller agrees to provide  facilities,  test and related equipment,  and
         prototyping  engineering  and  test  manpower  in  support  of  Buyer's
         requirements  for new  product  development.  Initial  piece  part  and
         materials  requirements  may be  secured  from  Seller's  inventory  or
         through Seller's buying  capability,  or at the option of the Buyer, as
         consigned kits of parts and materials for prototype  assembly and later
         for initial  production  runs.  In all  aspects of design  development,
         parts and materials procurement and assembly and test, Seller agrees to
         provide   accelerated   fast-turn  support  to  Buyer  in  new  product
         development.  This activity will provide an opportunity  for additional
         business  and/or or ensure  continuation  of  business to Seller as new
         product  replacements  and/or upgrade design changes  obsolete  Buyer's
         existing products.

PURCHASE ORDERS / FORECASTS FOR PRODUCTION REQUIREMENTS

         A. Buyer shall provide Seller with a minimum of six (6) month forecast,
            of which  the first  three  (3)  months  will be  covered  by signed
            purchase orders. Seller will procure parts and materials per Buyer's
            purchase  order and forecast  quantities  based on lead-time and lot
            size agreements in place.

         B. Seller  shall  promptly  respond  within  five (5)  working  days to
            Buyer's forecasted  changes,  indicating  acceptance and/or any cost
            premiums  that may be required in materials or labor to satisfy such
            changes. Buyer shall acknowledge acceptance and any cost changes, or
            negotiated  changes thereof,  via a written purchase order or change
            order.

         C. Seller shall  provide a list of Long Lead Items and a Lot Size Parts
            Exposure Listing to Buyer that supports  deliveries  beyond 90 days.
            Said lists shall be updated, reviewed and signed by Buyer and Seller
            every three months.

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                                                                          Page 5


         D. Buyer  authorizes  Seller to  purchase  such Long Lead Items and Lot
            Size  Parts to  support  Buyer's  forecast  and Buyer  shall  assume
            liability  for  such  material  until  such  material  is  used on a
            released order.

PURCHASE COMMITMENT

         Buyer shall not be committed to purchase any annual  quantity or dollar
         volume,  nor any estimated or  anticipated  usage  quantities or dollar
         volume,  regardless  of any  expressed  or  implied  verbal or  written
         statements that may be communicated to Seller either before issuance of
         this  agreement  or  during  the term of this  agreement.  In the event
         Buyer's  actual  volume of  business  declines  substantially  from the
         estimated annual quantities on the Approved Price List and this results
         in  the  Seller's   supplier(s)  invoking  a  bill-back  provision  for
         purchased parts that are unique to those Products  supported by Buyer's
         annual blanket orders,  Seller may submit supported  justification  and
         request  Buyer's  acceptance  of  the  cost   differential.   If  buyer
         determines   Seller  has  not  imposed  a  commitment   beyond  Buyer's
         commitments,  as it pertains to the unique  purchase  parts  supporting
         Buyer's annual blanket orders, Buyer will agree to reimburse Seller for
         bill-backed cost differential with no burden,  mark-up or profit adders
         from Seller.

ORDER CANCELATION

         Buyer may cancel any order scheduled for delivery more than thirty (30)
         days from the date such  cancellation  notice is given to Seller.  Upon
         cancellation,  Buyer is liable to Seller  for all  material  within the
         greater  of the  ninety  (90) day  period or the long lead time and lot
         size parts  exposure  list for the material.  In addition,  Seller will
         make every effort to cancel its orders or return  materials  for credit
         without  penalty and pass on any  recovered  cost to Buyer.  Buyer will
         only be responsible for any restocking fees that Seller fully justifies
         its failure to negotiate  out of returned  materials to its  suppliers,
         with no mark-up in costs to Seller.

PRICE LIST

         The parties will agree to an Approved  Price List which will pertain to
         the  Products  sold under  this  Agreement,  which  Price List shall be
         reviewed  on a  quarterly  basis and be  subject  to changes to reflect
         price changes  required  under the section titled  "Engineering  Change
         Order, Process Change Notice and Deviation Changes" above or changes in
         any  statement  of work  agreed to by the  parties.  Other than  design
         changes,  the prices shall be firm-fixed  for a period of one (1) year.
         Buyer and Seller agree to review and resolve any material  cost impacts
         resulting from extreme changes in the Seller's corresponding suppliers'
         commodity   markets.   Any   proposed   price   increase,   with   full
         justification,  must satisfy the  following  parameters as a minimum in
         order to be considered for approval by Buyer:

         A. Any  increase in the  incremental  costs of the end product  sold to
            Buyer shall be prorated to the overall  material costs making up the
            approved Product pricing in the Price List; and

         B. Seller  shall  demonstrate  it has used its best efforts to mitigate
            such material cost increases, and has provided Buyer with supporting
            financial  analysis,  prepared in accordance with generally accepted
            accounting principles.

PREMIUM DELIVERY PERFORMANCE AND CHARGES

         Seller  agrees to provide  premium  delivery  on  selected  end product
         requirements  specifically  requested by Buyer, pending availability of
         parts and  materials  needed to meet the  expedited  delivery  date(s).
         Based on Seller's  supported  justification,  Buyer agrees to reimburse
         Seller  for  reasonable  premium  delivery  charges  for  the  specific
         quantities  of  purchased  parts  and  materials  required  to meet the
         expedited delivery date requested.

PAYMENT TERMS

         Payment  terms  shall be Net 30 Days from date of receipt of Product on
         Buyer's dock.

COST REDUCTIONS

         During the Term  hereof the  parties  will  explore  measures to reduce
         costs.  The target goal for such  reductions  is five  percent (5%) per
         year.  Cost  benefits  which  result from the efforts of both Buyer and
         Seller or Seller only will be shared, based on a ratio of forty percent
         (40%) to Seller  and  sixty  percent  (60%) to  Buyer.  All of the cost
         benefits  resulting from the sole efforts of Buyer will be passed on to
         Buyer.

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                                                                          Page 6

PRICING MODEL

         The following Pricing Model shall be utilized as a basis in identifying
         and calculating Seller's general overall pricing structure on existing,
         changed and new product to be delivered  to Buyer,  and  reflected  the
         Approved  Price List.  Upon buyers  request,  Seller will provide Buyer
         with actual Gross  Margin  calculation  utilized in the Approved  Price
         List.  Buyer or Seller may  request  review of the  Pricing  Model on a
         minimum of twelve (12) month basis.

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

                              ANNUAL              GROSS
                          PURCHASE VOLUME         MARGIN

                                        ****

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

SEMI-ANNUAL COST REVIEWS

         It  is  agreed  that  Buyer  and  Seller  shall   schedule  a  standing
         Semi-Annual  Cost Review Meetings in May and October each year.  Seller
         shall make available,  at Buyer's reasonable  request, to Buyer any and
         all  procurement  documents  and/or  agreements  with its suppliers for
         review of pricing and negotiated cost reduction  efforts.  Seller shall
         also  make  available  to Buyer  any and all  labor  charge  and  other
         documentation  supporting  increments of the unit prices and supporting
         ancillary   charges  in  the  Approved   Price  List,   including   any
         documentation  needed to support any request for Increase in said Price
         List.

CONTINUOUS PROCESS IMPROVEMENT (CPI) PROGRAM

         Buyer and Seller agree to develop a CPI Program with  specific  efforts
         directed toward process improvements in the following areas:

         A. BUYER'S PRODUCT REQUIREMENTS AND CHANGES

            Buyers   specifications,    documentation   and   communication   of
            requirements and changes.

         B. QUALITY

            Including but not limited to purchased parts and materials  quality,
            Work-In-Process (WIP) workmanship quality and test quality.

         C. CYCLE TIME

            Including but not limited to overall quoted  delivery cycle time and
            to incremental cycle time of procurement, WIP, test activities.

         D. ON-TIME DELIVERY

            Including  elements  of  the  turnkey process  that  impact  on-time
            deliveries,  such  as  procurement  cycle  time,  schedule  loading,
            process flow, inspection and program management.

         The CPI Program and Buyer's and Seller's planned and resulting  efforts
         will be a standing agenda item for presentation and discussion at every
         Program Management Meeting.

PROGRAM MANAGEMENT REViEW MEETINGS

         Buyer and Seller agree to meet  quarterly to review  performance  under
         this  Agreement and to discuss any  significant  issues which may arise
         during the Term  hereof.  In addition,  Buyer and Seller shall  discuss
         topics relative to the development of CPI as indicated above.

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                                                                          Page 7


JIT KANBAN DELIVERY PROGRAM

         Buyer and  Seller  agree to  develop a  completed  method of JIT KANBAN
         Deliveries by Seller to meet Buyer's production demand, with individual
         part  and  assembled  product  inventory   configured  within  Seller's
         operation and both Buyer's and Seller's  employees  trained,  to ensure
         implementation  of the program within twelve (12) calendar  months from
         the Effective Date of this Agreement.

PRODUCT TESTING

         In addition to Seller's  own Company  requirements  for its end product
         testing prior to shipment,  all Products to be shipped to Buyer must be
         tested  and comply  fully with  Buyer's  Test  Specification  for Cable
         Assemblies,  Adept 01000-000.  Buyer agrees to provide any revisions to
         the Test  Specification  in a timely  manner as they are singed off and
         released.

PACKAGING AND MARKING

         Buyer and Seller agree to formalize a method of defining  packaging and
         marking requirements covering all Product types and sizes within ninety
         (90)  days  from the date of  execution  of this  Agreement.  The final
         agreed packaging and marking  Specification shall be in the form of the
         Buyer's ECO controlled document(s).

SHIPPING RESPONSIBILITIES

         All shipments shall be F.O.B.  destination  (Buyer's  receiving  dock).
         Risk of loss or damage shall remain with Seller during transit.  Seller
         shall be  responsible  for any damage or loss  relating  to packing and
         packaging by Seller or it's  designated  supplier.  Seller shall prepay
         all freight charges relating to shipment of goods to Buyer. Any and all
         insurance  shall be the  responsibility  and  account  of  Seller.  Any
         premium  freight  charges  incurred  to  mitigate  Seller's  delinquent
         performance shall be the  responsibility  and charge to the Seller. Any
         premium  freight  charges  incurred by Seller at the  specific  written
         request  of  the  Buyer  for  expedited  delivery  in  advance  of  the
         contractual  delivery  schedule,  may be invoiced as  chargeable to the
         Buyer. The freight carrier for said premium delivery shall be specified
         by Buyer.  Buyer  requires all  shipments  to be made on the  scheduled
         shipment  day or up to two days  before  the  scheduled  shipment  day.
         Seller  agrees to make its best  efforts to ensure that every  shipment
         occurs on time.

EARLY / LATE DELIVERlES

         Unless  mutually  agreed in writing Seller shall schedule all shipments
         of Product to ensure  receipt at Buyer's dock no more than five working
         days prior to the mutually  agreed upon purchase order due date with no
         allowance  for  any  delivery  beyond  the  purchase  order  due  date.
         Deliveries outside the allowed delivery window may be returned by Buyer
         at the  Seller's  expense  and any  invoiced  charges  will be  debited
         against Buyer's purchase order.

OVERSHIPMENTS

         Unless  otherwise  mutually  agreed in  writing  all  overshipments  of
         Product shall be considered unauthorized and may be returned at no cost
         to Buyer.

QUALITY ASSURANCE PROGRAM

         The Seller shall have a documented  quality  assurance program adequate
         to ensure compliance with all specifications and requirements stated in
         documents  (contracts,  DWG's  etc.)  The  Seller's  Quality  Assurance
         Program  shall be  subject  to  periodic  audit and  review by  Buyer's
         quality  organization.  The  Seller  has  sole  responsibility  for the
         quality and reliability of the Product produced;. approval by Adept, of
         the Seller's Quality  Assurance  Program does not relieve the Seller of
         this responsibility.

PROCESS CONTROL

         The Seller  shall  maintain  adequate  controls to assure that  special
         processes i.e.,  manufacturing  workmanship,  manufacturing test, cable
         crimps,  solder  process are all performed  consistently  in accordance
         with requirements specified for those special processes. These controls
         shall be  supported  by the use of control  charts,  logs or other data
         collection methods which shall be made available to Adept upon request.

WORKMANSHIP

         All  work   performed  by  Seller  for  Products  for  Buyer  shall  be
         manufactured in accordance with Seller's Workmanship Standards,  Number
         93840100.
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                                                                          Page 8


CONTROL OF PURCHASES

         The  Seller  shall  maintain  a system  to  ensure  that raw  materials
         procured by the Seller for use in Buyer products shall conform to Buyer
         product specification and drawing requirements.

RECEIVING INSPECTION

         The Seller  shall  maintain a system for the  verification  of incoming
         materials  adequate to ensure the quality and  correctness  of products
         shipped to Seller.

IN-PROCESS INSPECTION

         The Seller  shall  perform  in-process  inspection  as  required in the
         manufacturing/test  process  adequate  to  assure  early  detection  of
         processes   producing   defective   material.   Records  of  in-process
         inspections or tests performed on Adept products shall be maintained by
         the Seller and made available to Adept upon request.

FINAL ACCEPTANCE TEST

         The Seller shall perform final  acceptance  tests to assure  compliance
         with the product  specifications  on each item  shipped to Adept.  This
         test shall apply to all products and be in conformance  with Adept test
         specification for cables  01000-00000.  This test shall be performed as
         the last step prior to shipping.  ALL KEYING,  LOCKING or OTHER devices
         specific to the product BOM shall be present and  complete  per drawing
         and BOM  specifications  prior to the test. Keying devices shall NOT be
         defeated during test.

         Each cable tested and accepted  shall show  evidence of  acceptance  by
         Seller  through  test  stamps or other  approved  methods.  Test stamps
         should reference Seller and should be in indelible ink.

         Results of all tests including failures,  repair and retest information
         are to be recorded and available to Buyer upon request.

DATA REPORTING AND RECORDS

         The Seller shall  maintain  records of all tests  performed on products
         shipped.  Data reporting including failure and repair information shall
         be furnished to Adept upon request.  Information  elements required are
         as follows:

         A. Product build, workmanship and acceptance data check sheets.

         B. Summary  test data  reporting  the  results of all units  undergoing
            test.  Including in the summary data will be failure and repair data
            and  implementation  of corrective  action as deemed required by the
            Seller.

FIRST ARTICLE DATA

         The Seller is  responsible  for  performing  a complete  first  article
         inspection on all new part number purchase  orders.  This first article
         inspection   shall  be  documented  and  certified  as  complete  by  a
         responsible  Seller  employee.  A copy of the first article  inspection
         report  is to be  submitted  with the new  cable or lot of  cables  for
         acceptance by Buyer.  First article inspection data includes but is not
         limited the following:

         A. BOM check list items of all bill of material line items.

         B. Evidence of Drawing requirements, features, notes, finish etc.

         C. Evidence of all electrical tests required.

         D. Material  certifications  applicable to Agency  requirements  (To be
            retained in file by Seller and  available  for review  upon  buyer's
            request).

CORRECTIVE ACTION

         The Seller shall maintain a system for identifying defects in processes
         and  products  and for tracking  the action  required  eliminating  the
         cause.  The Seller  shall also  provide  effective  response  (within 5
         working days of return of Product or viewing by Seller,  as applicable)
         to corrective action requests that are initiated by Buyer.

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                                                                          Page 9


WARRANTY

         Seller warrants that the Products will conform in all material respects
         to mutually agreed  specifications for a period of eighteen (18) months
         from receipt by Buyer (the  "Warranty  Period").  If Buyer,  during the
         Warranty Period,  notifies Seller in writing of a warranty claim,  then
         upon receipt of such notice, Seller may examine the Products at Buyer's
         facility or require Buyer, at Seller's expense, to ship the Products to
         Seller per Seller's Return Materials Authorization (RMA) Procedures. If
         a Product is found to be non-  conforming  per the terms herein,  Buyer
         will notify  Seller.  Seller shall provide an RMA number within two (2)
         working  days  of  written  request  by  Buyer.  Seller  shall  use due
         diligence  to perform any  analysis or  examination  of the Products in
         question in a timely  manner.  Seller  shall not  withhold or otherwise
         delay  providing  to Buyer an RMA number for return of the  Product for
         repair or  replacement.  Seller  shall  have no  obligation  under this
         section,  if Seller  determines  reasonably  that the Products were not
         defective  or  missing  at the time of  shipment  by Seller  or, if the
         Products  were  damaged or misused by Buyer or modified,  repaired,  or
         altered,  except as  authorized  by Seller or  subject to  accident  or
         improper  installation  by Buyer.  The  liability  of Seller under this
         warranty is limited to repairing or replacing  non-conforming  products
         at no  charge  to  Buyer,  not to  exceed  the  purchase  price  of the
         non-conforming  products.  Seller  shall  deliver  repaired or replaced
         Product  within  fifteen  (15)  working  days of receipt of the Product
         returned by Buyer.

REPAIR OF PRODUCT AFTER WARRANTY PERIOD

         lf a non-conformity arises after the expiration of the Warranty Period,
         and Buyer notifies Seller in writing of such non-conformity, Seller and
         Buyer will  cooperate  with each other to diagnose the  non-conformity.
         Seller  shall  provide an RMA number  within  two (2)  working  days of
         written request by Buyer. Once such diagnosis is complete,  Seller will
         provide  Buyer with a written  quotation  for repair of the Product and
         Buyer,  at its option,  may then issue its purchase  order to Seller to
         effect such  repair.  Seller  shall  deliver  out of warranty  repaired
         Product  within  thirty (30) working days of receipt of the Product and
         purchase order from Buyer.

NO TROUBLE FOUND

         If during the Warranty Period,  Buyer identifies a non-conformity  in a
         Product but the cause cannot be reasonably determined, Buyer and Seller
         will  cooperate  with  each  other  to  diagnose  the  cause  within  a
         reasonable  time and cost ceiling,  mutually  agreed prior to incurring
         any  respective  labor  and  material  costs.  If the  final  cause  is
         determined to be covered by the Section titled "Warranty", Seller shall
         repair or replace such non-conforming product per the provisions of the
         "Warranty"   Section  and  also  bear  the  costs  of  the   diagnosis.
         Alternatively,  if the final  cost is  determined  to be outside of the
         provisions of Warranty section, Buyer shall bear the costs of repair or
         replacement and the costs of the diagnosis.

UNAUTHORIZED CHANGES

         Any  intended  changes by the Seller to the  delivery,  specifications,
         price,  quantity or other  contractual  terms and conditions on an open
         purchase order / subcontract  shall be  communicated  in writing by the
         Seller in advance to such actions.  Seller shall not implement any such
         changes  until  confirmation  or  acknowledgment  is received  from the
         Buyer.

ASSIGNMENT

         Neither party hereto shall assign this Agreement  except to a successor
         of substantially all of such party's business and assets, without first
         obtaining  the  prior  written  consent  of the  other  party.  A party
         assigning  this  Agreement to a successor  shall  provide prior written
         notice of such assignment to the other party.

FORCE MAJEURE

         Except for Buyer's  payment  obligations  neither party hereto shall be
         liable for delays in performance  hereunder if such delay is the result
         of causes beyond its reasonable control.

<PAGE>

                                                                         Page 10


INDEMNIFICATION AND LIMITATION OF LIABILITY

         In no event,  whether as a result of breach of contract,  warranty,  or
         tort (including  negligence),  strict liability,  product liability, or
         otherwise,  shall  either party be liable to the other for any special,
         indirect,  incidental,  consequential or exemplary  damages of any kind
         whether  or not such  party  was  advised  of the  possibility  of such
         damage.  These limitations shall apply  notwithstanding  any failure of
         essential purpose of any limited remedy.  Buyer assumes  responsibility
         for the use and resale of the  Products,  and agrees to  indemnify  and
         hold Seller harmless from loss of any kind,  resulting from such use or
         resale.  Each party hereto agrees to indemnify and hold the other party
         harmless  from  claims  made  against  it  by  its  own   shareholders,
         employees, suppliers, customers or the U. S. Government. The provisions
         of this Section shall survive the termination of this Agreement.

INFRINGEMENT

         As all Products are based on Buyer's specifications,  Seller shall have
         no  liability  for any  infringement  claim which  arises from  Buyer's
         specifications. Buyer shall indemnify and hold Seller harmless from all
         costs,  fees and  expenses  incurred by Seller with respect to any such
         claim.

TERMINATION

         This Agreement may be terminated for convenience or for cause by either
         party in accordance with the following:

         A. Either party may  terminate  this  Agreement  for cause if the other
            party breaches a material  provision hereof and the defaulting party
            fails to cure such breach  within  thirty (30) days after  receiving
            written notice thereof.

         B. Either party may terminate  this Agreement if the other party enters
            into or files a petition, arrangement or proceeding seeking an order
            for relief under the bankruptcy laws of the United States,  or has a
            receiver  appointed  for  it or  the  other  party  enters  into  an
            arrangement for the benefit of its creditors; or becomes insolvent.

         C. Either party may terminate this Agreement for  convenience,  without
            reason  given,  upon one  hundred  eighty  (180)  days  written  and
            confirmed  notice to the other party.  During the one hundred eighty
            (180) day period,  all terms and conditions of this Agreement  shall
            remain in full force and effect.  Such  termination  for convenience
            will not affect obligations which arose prior to such termination.

GOVERNING LAW AND ARBITRATION

         This  Agreement  shall be governed by and construed in accordance  with
         the laws of the State of California.  Any general  disputes or disputed
         termination-for-cause actions will be adjudicated under the laws of the
         State of  California.  Buyer and Seller  agree to resolve any  disputes
         arising out of this Agreement by means of arbitration. Buyer and Seller
         shall mutually  agree on a specific  independent  arbitrator,  with the
         final decision of the independent arbitrator binding of both parties in
         cost and action. The cost of any arbitration shall be shared equally by
         the  parties,  except each party shall bear the cost of  preparing  and
         presenting its own case.

GENERAL

         The  provisions  of this  Agreement  shall  take  precedence  over  any
         different or conflicting  terms of any purchase order or acknowledgment
         issued hereunder.  This Agreement represents the complete understanding
         between the parties hereof.  No waiver by either party of the breach of
         any provision hereof shall be deemed to be a waiver of any different or
         subsequent  breach. All notices shall be given in writing and addressed
         to the individuals named below.
<PAGE>

                                                                         Page 11

                        ADEPT TECHNOLOGY / EMS AGREEMEN
--------------------------------------------------------------------------------

Signed and Executed on the dates set forth below:

Adept Technology, Inc. (Buyer) Electronic Manufacturing Systems, Inc. (Seller)

/s/ James E. Kuhl                           /s/ Steven R. Hewson
--------------------------------            ----------------------------------
Authorized Representative                   Authorized Representative

James E. Kuhl                               Steven R. Hewson
--------------------------------            ----------------------------------
Typed Name                                  Typed Name

V.P. Operations                             Vice President--Site Manager
--------------------------------            ----------------------------------
Title                                       Title

8-28-97                                     8-26-97
--------------------------------            ----------------------------------
Date                                        Date


Adept Technology
Provisional
Approval
----------------

/s/ John D. Wooldridge

John D. Wooldridge
Purchasing Manager
8-26-97