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                       Adept Technology / Ramix Agreement

1.       REPRESENTATIONS

         This is an Agreement between Adept Technology, Inc. located at 150 Rose
         Orchard  Way,  San  Jose,   California   95134,   ("Buyer")  and  Ramix
         Incorporated,  located at 9421 Winnetka Avenue, Bldg. K, Chatsworth, CA
         91311 ("Seller").

2.       PURPOSE

         This  Agreement is written and executed in good faith on 10/27/98  (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.

3.       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.

4.       PRODUCTS AND SERVICES

         Buyer  agrees to  purchase  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.

5.       APPLICABLE DOCUMENTS

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

6.       QUALITY

         Seller shall produce the Product in  accordance  with the standards set
         forth in IPC-610- Class 2. Buyer and  Seller  agree to  cooperate  and
         provide  reasonable quality and defect cause data collection to improve
         Buyer's  documentation of requirements,  Seller's delivered end product
         and Buyer's resulting application of Seller's end product.
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7.       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.

8.       PRODUCT AND BUSINESS CONFIDENTIALITY

         A. 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.

         B. 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.

9.       PROPRIETARY DATA

         All  specifications,  drawings or other documents provided by the Buyer
         to Seller 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.
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10.      BUSINESS FAILURE OR INABILITY TO PERFORM

         A. In the event Seller's  business  activities  begin to decline to the
            extent that the financial  condition  affects its ability to deliver
            fully compliant  Products,  or Seller desires not to manufacture and
            deliver Products, Seller shall so notify Buyer a minimum of at least
            180  calendar  days  in  advance.  Seller's  inability  to  maintain
            shipments of Product consistent,  over a four (4) week period, shall
            also constitute  Seller's failure to perform.  In such event,  Buyer
            shall retain the right to take whatever action it deems necessary to
            protect  its   ability  to  deliver   Product  to  meet  the  demand
            requirements  of its  customer  base or other  potential  customers,
            including the right to take over  manufacture  of Product under this
            agreement.  In such  event,  Buyer  has the  right  to  assume  full
            ownership of Seller's  design and any  copyright/patents,  including
            manufacturing. Seller will cooperate fully in providing all tooling,
            fixtures,  and  test  equipment,  either  paid  for by Buyer or used
            exclusively  in the  manufacture  and test of Products,  in a timely
            manner.

         B. Recognizing  Seller  owns the  design of  Product,  if either of the
            above financial or operational  failure conditions does occur, Buyer
            may invoke its right to take over  direct  production  and supply of
            Product.  In the event  Buyer  elects to take  over  production  and
            supply of  Product,  Buyer  shall  provide a  royalty,  based on two
            percent  (2%) of the last  Buyer  purchase  order unit price paid to
            Seller for the Product,  for each Product sold to Buyer's customers.
            Recognizing  that Buyer shall suffer some potential loss of business
            and have to expend  labor and cost to take over full  production  of
            Product  for  Seller's  failure to perform,  the royalty  payable to
            Seller  shall not apply on any  production  and supply of Product by
            Buyer to its customers for the initial  twelve (12) months of taking
            over  production  responsibility.  Seller's right to royalty for its
            design shall be limited to Product  produced and sold by Buyer after
            the first year to no more than 3 years,  i.e., the end of the fourth
            year after taking over  production  and delivery  responsibility  by
            Buyer from Seller.  At the end of the three (3) year royalty period,
            Seller's rights to any and all ownership and rights of the design of
            Product  shall  cease to exist.  At such time,  full  ownership  and
            rights to the design shall immediately transfer from Seller to Buyer
            for a total not-to-exceed cost of one dollar ($1.00).

11.      TECHNICAL COMMUNICATION

         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.

12.      PURCHASE ORDERS/FORECASTS
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         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 and  reviewed by Buyer and Seller  every
            three months.

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

13.      NO 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.

14.      ORDER CANCELLATION

         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.

15.      FOB POINT

         Products will be shipped Free-On-Board (FOB) Seller's Dock.

16.     EXCESS MATERIALS RESULTING FROM NO DEMAND

         In the event of the end of a program and/or Buyer has had no demand for
         a minimum of six (6) months, that portion of excess materials that were
         purchased by Seller consistent with Buyer's prior demand volume will be
         purchased by Buyer. Seller will exercise diligent commercial efforts to
         utilize the materials in other customer  businesses prior to requesting
         Buyer excess buyout.

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17.      RESCHEDULING

         Seller  may  invoice  Buyer,  and Buyer  shall  remit  payment  for any
         Seller's end product (finished goods assembly),  produced in good faith
         by Seller to support Buyer's purchase order requirements, that is still
         on hand at Seller 90 days after original  delivery date,  unless Seller
         agrees to a subsequent  reschedule  date.  Seller may invoice Buyer and
         Buyer shall remit payment for piece part or material, purchased in good
         faith by Seller to support Buyer's purchase order requirements, that is
         still on hand at Seller 180 days after original  delivery date.  Seller
         shall be  responsible  for costs  incurred  relative  to  purchase  and
         inventorying  of any piece parts or  materials in  quantities  that are
         excess to Buyer's purchase order demand.

18.      EARLY/LATE DELIVERIES

         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.

19.      OVERSHIPMENTS

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

20.      PACKAGING

         Seller shall be responsible  for providing all necessary  packaging and
         shall pack  merchandise  so as to ensure proper ESD protection and safe
         delivery in an undamaged  condition for receipt at Buyer's  dock.  Safe
         and  undamaged  condition  shall be defined as no  external or internal
         damage nor ESD damage or degradation of performance of the Seller's end
         product,  or any or all of its piece  parts,  components  or  materials
         therein.  Any cost for repair or replacement of merchandise  damaged in
         transit  due to  insufficient/improper  packaging  shall  be  the  sole
         responsibility of the Seller.

21.      MARKING & IDENTIFICATION

         Seller  shall  ensure  the  manufacturer's  part  number and Buyer part
         number,  as appearing on the applicable  purchase order and/or purchase
         order  technical  specifications  or  drawings,  and  related bar coded
         documents (if  available),  shall be permanently  applied to the actual
         part,  or  internal  part bag or  package  if the part is too small for
         marking.  This  same  part  number  requirement,  along  with the Buyer
         purchase   order  number,   shall  appear  on  all  external   shipping
         containers, shipping documents and Seller's packing slip.

22.      PRICE LIST

         The parties will agree to an Approved  Price List which will pertain to
         the Products sold


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         under  this  Agreement,  which  Price  List  shall  be  reviewed  on  a
         semi-annual  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 or price changes  necessitated  due to
         significant  cost  increases  of  Seller's   suppliers  or  changes  in
         Supplier's commodity markets.

23.      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.

24.      PAYMENT TERMS

         Buyer  agrees  to pay for all  Products  within  thirty  (30) days from
         receipt of invoice,  unless  quality of the product is in question,  as
         defined and provided for herein.

25.      ANNUAL MEETINGS

         Buyer and Seller  agree to meet  annually to review  performance  under
         this  Agreement and to discuss any  significant  issues which may arise
         during the Term hereof.  Seller shall  provide  disclosure  of material
         prices and labor hours for the Products  covered under this  Agreement.
         In addition,  Buyer and Seller  shall  discuss  topics  relative to the
         development of Continuous  Process  Improvement  (e.g.  quality issues,
         delivery improvements, cost reduction, etc.).

26.      COST REDUCTION DISCUSSIONS

         During the Term here of the  parties  will  explore  measures to reduce
         costs.  The target goal for such  reductions  is five per cent (5%) per
         year.  Cost  benefits  which  result from the efforts of both Buyer and
         Seller or Seller only will be shared equally.  All of the cost benefits
         resulting from the sole efforts of Buyer will be passed on to Buyer.

27.      NEW PRODUCT DEVELOPMENT PRICING

         Seller  agrees to  provide,  materials,  facilities,  test and  related
         equipment,  and prototyping engineering and test manpower in support of
         Buyer's  requirements  for new product  development.  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

28.      EXPEDITE FEES

         Seller  agrees  not  to  charge  Buyer  for  any  accelerated  delivery
         performance, except for any

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         pass-through costs incurred and charged by the PCB fabrication supplier
         to Seller,  without  mark-up,  to drive any prototypes  down to one (1)
         week delivery to Buyer.

29.      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.

30.      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  of such  actions.  Seller  shall not  implement  any
         changes until confirmation or acknowledgment is received from the Buyer

31.      NO COMPONENT SUBSTITUTION

         Seller shall not deviate from the  contractually  specified  materials,
         parts  or  components  designated  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. Only
         the Buyer of  record or other  duly  authorized  purchasing  personnel,
         shall be authorized to approve any substitute  materials,  piece parts,
         or components.

32.      COMPONENT END OF LIFE (EOL)

         If any  component  or material  manufacturer  specified in the PMC card
         design announces that a given part/material is going End of Life (EOL),
         whether  or not  the  manufacturer  stipulates  a form,  fit,  function
         replacement,  Seller  shall  immediately  notify the Buyer of record or
         other duly  authorized  purchasing  personnel in writing.  Seller shall
         ensure Buyer  receives  minimum of twelve (12) months advance notice of
         any  component  or  material  going  EOL,  to the  extent  provided  by
         manufacturer.

33.      WARRANTY

         A. Seller  warrants that the Products  will conform in all  performance
            and material respects to mutually agreed specifications for a period
            of five (5) years 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.


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         B. 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  of  misused by Buyer or
            modified,  repaired,  or altered,  except as authorized by Seller or
            subject to accident or improper installation by Buyer.

         C. The  liability of Seller under this warranty is limited to repairing
            or  replacing  non-  conforming  products  at no  charge to Buyer or
            issuing a credit at  Seller's  option,  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.

         D. If the  Seller  fails to  provide  retum  delivery  of  repaired  or
            replaced  Product  within the above fifteen (15) working day period,
            Buyer  will  debit  Seller  for the full  purchase  order unit price
            extended value of the Products.

         E. Except for express  warranties  set forth  herein,  Seller  makes no
            other  express  Warranties  of any kind  and  hereby  disclaims  all
            implied    warranties    including   the   implied   warranties   of
            merchantability and fitness for a particular purpose.

34.      REPAIR OF PRODUCT AFTER WARRANTY PERIOD

         If 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 a Return  Material  Authorization  (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.

35.      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


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         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.

36.      ASSIGNMENT

         A. Seller shall not assign this Agreement to any other party or entity,
            including any successor of  substantially  all of Seller's  business
            and assets, without first obtaining the prior written consent of the
            Buyer.  Seller  shall not  subcontract  or assign  any or all of the
            required  design  effort nor  product  manufacturing  responsibility
            without specific written advance approval of Buyer.

         B. Since the Seller's core competency is design and development, Seller
            shall  subcontract  the  Buyer-approved  final  design to a contract
            manufacturer.  Selection  of the  contract  manufacturer  must  have
            advance  written Buyer  approval  prior to Seller award of any order
            commitment  for Product  manufacturing.  Seller shall be responsible
            for any and all testing of completed Product.

         C. Initially, Seller shall contract to its contract manufacturer, based
            on consigned kitted materials  purchased and provided by Seller, for
            manufacture and delivery of Product to Seller. It is mutually agreed
            by Buyer and Seller  that the goal as part of this  contract  is the
            Seller  will  make  every  effort  to  convert  the  said  consigned
            inventory  contract  manufacturing  of  Product  to a  full  turnkey
            contract  with its contract  manufacturer,  within one (1) year from
            Buyer's  approval and  introduction  of  production  and delivery of
            Product  under this  contract.  "Full  turnkey"  shall be defined as
            Seller contractually requiring its contract manufacturer to be fully
            responsible  for cost and  availability  of  required  materials  in
            support of manufacture  and delivery of Product to Seller within the
            Seller's purchase order delivery requirements.

         D. Seller shall have full  responsibility for program management of the
            subcontractor's  performance,  whether  contracted  as  consigned or
            turnkey,  ensuring  on-time  delivery of quality  product to Buyer's
            scheduled demand.

37.      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.

38.      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


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         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.

39.      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 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.

40.      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.

41.      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 of 11


Signed and Executed on the dates set forth below:

Adept Technology, Inc. (Buyer) RamiX Incorporated (Seller)



/s/ Gary L. Gerlinger           /s/ Carol Perham
------------------------        -------------------------
Authorize Representative        Authorized Representative

Gary L. Gerlinger               Carol Perham
------------------------        -------------------------
Printed Name                    Printed Name

Dir. of Materials               Contracts Admin.
------------------------        -------------------------
Title                           Title

October 20, 1998                10/27/98
------------------------        -------------------------
Date                            Date