Adept Technology / Yaskawa Electric Corp.

                   Original Equipment Manufacturing Agreement

                                      For

                             Six Axis Manipulators


                                  CONFIDENTIAL


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


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                                                                         Page ii

                         Adept / Yaskawa OEM Agreement
                               TABLE OF CONTENTS

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

1 Purpose and Scope of Relationship

2 Product Specifications and Technical Information

3 Pricing and Payment

4 Purchase Orders, Delivery Scheduling, Lead Times and Forecasts

5 Warranty

6 Arm Parts, Repair Service, and Maintenance

7 Product Change Management

8 Obsolescence

9 Documentation

10 Inspection and Testing

11 Indemnity

12 Product and Business Confidentiality

13 Technical Communications

14 Assignments and Delegations

15 Term and Termination

16 Force Majeure

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

18 Miscellaneous

19 Entire Agreement

Contract Execution by Both Parties

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                                                                        Page iii

                         Adept / Yaskawa OEM Agreement

                                   APPENDICES

o Products Specifications                                   Appendix 1
o Price Schedule                                            Appendix 2
o Spares Pricing Schedule                                   Appendix 3
o Quality Planning and Data Requirements                    Appendix 4

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Adept / Yaskawa                                                           Page 1


                                Adept / Yaskawa

                   Original Equipment Manufacturing Agreement

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

1. Purpose and Scope of Relationship

1.1      ADEPT will  purchase  and Yaskawa  shall  provide  Mechanical  Six Axis
         Manipulator  product,  Yaskawa models SV3X,  UP6, UP2O, CR3, CR8, CR20,
         hereinafter referred to as "ARM", for incorporating with ADEPT hardware
         and software controls to provide an extension to ADEPT's product lines.

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

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

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

2. Product Specifications and Technical Information

2.1      Product Specification

         Yaskawa  will sell to ADEPT ARMs and its  maintenance  and spare  parts
         (hereinafter  referred  to  as  "PARTS")  which  accept  ADEPT's  servo
         amplifier  signal  and meet the  product  specifications  contained  in
         ADEPT's  Product  Specification.  Refer to Appendix  #1. If changes are
         required to the product  specifications  referenced  in this  agreement
         during the  course of the  business  relationship,  both  parties  must
         formally  approve the  requirements  and changes to be made before they
         are  incorporated  into the ARM sold to  ADEPT.  All  notifications  of
         product specification  changes, or other contractual changes,  shall be
         directed to ADEPT's  Purchasing  organization.  Yaskawa guarantees that
         all  products  sold to  ADEPT  will  meet the  most  current  effective
         revision  of  product  specifications  approved  by both  parties.  All
         changes to product  specifications  must conform to the Product  Change
         Management Section herein. For further Product Specification

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Adept / Yaskawa                                                           Page 2

         information, refer to attached Appendix #1.

2.2      Technical Support

         In order to support ADEPT's direct market responsibility,  Yaskawa will
         make available  capable  technical support personnel at ADEPT's request
         for any problem with the ARMs not  resolved,  by ADEPT  engineering  or
         customer Service or Sales  Application  support.  The Yaskawa technical
         support  must have  adequate  English  speaking  and writing  skills or
         Yaskawa must supply the necessary  interpreter  on a timely basis.  The
         technical  support must be available during Yaskawa's  factory's normal
         working hours and be available for emergency situations for off factory
         hours given a critical or emergency situation in ADEPT's judgment. Such
         technical support shall be limited and conducted at Yaskawa's  facility
         in Japan.  There will be no charge for this technical  support service,
         however in the case of out of warranty (specified in section 5) Yaskawa
         shall charge ADEPT at a rate of $100 per man-hour.

2.3      Color and Logo Plate Specification

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

2.4      Packaging Specification

2.4.1    Packaging  must be able to withstand  normal  industry  shipping  (air,
         ship, rail and truck)  requirements for vibration,  shock,  temperature
         and humidity

2.4.2    All Arm  packages  must have  exterior  markings in English  which show
         Adept logo, part number and serial number.

3. Pricing and Payment

3.1.     Pricing

         The prices applicable to the ARMs and maintenance PARTs purchased under
         this  agreement  shall be set forth in the attached  Price Schedule and
         Spare Parts Price  Schedule.  Refer to  Appendices  #2 and #3.  Pricing
         shall be firm in US $ Dollars, for a period of sixteen (16) months from
         the date of signing of Agreement. After the

                                  CONFIDENTIAL
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Adept / Yaskawa                                                           Page 3

         initial term of the  agreement,  pricing shall be negotiated  annually.
         Prior pre-agreed  prices shall  automatically  continue into the future
         unless either party  formally  contests in writing.  Negotiated  prices
         stated in the Price  Schedule  and Spare  Parts  Price  Schedule  shall
         reflect the base unit price of the applicable ARM and/or PARTS, without
         the inclusion of shipping,  tariff or other ancillary costs required to
         deliver product per ADEPT's purchase orders. Yaskawa shall invoice each
         shipment for the product  quantities shipped times the applicable Price
         Schedule  or Spare  Parts Price  Schedule  unit price of FOB Japan,  as
         authorized by the  corresponding  ADEPT purchase order. The trade terms
         under this agreement shall be governed and interpreted by and under the
         provisions of latest International commercial Terms (INCOTERMS).

3.2      Payment Terms

         The payment for each shipment  shall be wire  transferred to Yaskawa in
         US $ Dollars 60 days after the Bill of Landing  (B/L) date. If ADEPT is
         delinquent in payment for two consecutive invoices,  payment terms will
         revert to an irrevocable letter of credit at sight.

3.3      Price Schedule Changes

3.3.1    Proposed  changes  in prices  after the  initial 16 month term shall be
         communicated to ADEPT at least 90 days before the effective date of the
         change.  ADEPT  must  agree to any  changes  to the price  schedule  in
         writing  prior to the effective  date. A release  against the new price
         schedule shall be applicable to all orders newly issued after effective
         date of new price schedule

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

3.4      Price / Cost Reductions

3.4.1    ADEPT and  Yaskawa  agree  that in order to remain  competitive  in the
         market place for the ARM product line,  continual cost  reductions need
         to be developed to reduce the overall price of the ARMs.  Yaskawa shall
         work with its suppliers and manufacturing  technology to lower the cost
         of manufacturing of the ARMs. ADEPT agrees to assist, to the reasonable
         extent possible,  by working with Yaskawa's  technical staff to develop
         value  engineering  opportunities  to  facilitate  cost  reductions  in
         materials and manufacturing.

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

                                  CONFIDENTIAL
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Adept / Yaskawa                                                           Page 4

         to gain resulting incremental business

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

4.1      Lead Times

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

4.2      Anticipated  Ordering Level

         Purchase of the ARMs shall be for a minimum of ten (10) units per order
         of any combination.

4.3      Purchase Order

         Only actual  signed ADEPT  Purchase  Orders shall be  considered as the
         purchasing commitment. Yaskawa shall promptly acknowledge within 3 days
         in writing via fax, all purchase order  exclusive of weekends and Japan
         holidays.  In the event of  conflict  between the  individual  purchase
         order terms and  conditions of this  agreement,  the provisions of this
         agreement will prevail.

4.4      Forecast and Order Release

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

4.4.1    A monthly  forecast  covering a 9 month  outlook  will be  supplied  by
         ADEPT's  Purchasing  organization and will be updated with every master
         forecast  change.  Purchase  order  will  then be  issued  by ADEPT and
         Yaskawa will  acknowledge  scheduled  ship dates  accordingly.  Yaskawa
         shall be expected to have  supplier  support  and  production  capacity
         flexibility  to be able to  successfully  respond  to  potential  ADEPT
         customer  upswing's  in  demand up to thirty  percent  (30%)  within 30
         calendar days.

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

4.5      Shipment/Delivery Schedule

         Yaskawa will provide confirmation in writing within 2 to 3 working days
         from shipment from Japan and information  (e.g. actual ship dates, ship
         carrier,  shipper's way bill number) necessary to confirm and track the
         progress of the

                                  CONFIDENTIAL
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Adept / Yaskawa                                                           Page 5

         shipment by FAX  transmission.  Yaskawa will invoice  ADEPT for the ARM
         shipping  and related  costs to drop ship the ARM to ADEPT's  customer.
         All customer billing will be by ADEPT to ADEPT's customer base.

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

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

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

4.5.3    ADEPT may cancel  any order if the  request is made at least 6 weeks in
         advance in advance of  scheduled  ship date.  ADEPT is liable  only for
         unique  raw  material  that is in Yaskawa  inventory  in support of the
         purchase order quantity being canceled.

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


5. Warranty

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

5.1      Product Warranty

         Yaskawa  warrants  the ARM to be free from defects for a period of (12)
         twelve  months from the date of  installation,  or for a period of (18)
         eighteen months from the date of the Bill of Landing, whichever expires
         first (hereinafter referred to as "warranty period").

5.2      Warranty Obligation

         Yaskawa's warranty  obligation will be to ship at no charge to ADEPT an
         exchange  replacement  within  three  (3)  working  days for any  field
         replacement part or

                                  CONFIDENTIAL
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Adept / Yaskawa                                                           Page 6

         subassembly  found to be defective  during the warranty  period.  ADEPT
         will return or scrap defective parts and or  subassemblies at Yaskawa's
         direction.  Yaskawa  will  pay  the  cost  of  transportation  in  both
         directions for the defective parts.

5.3      Major Defects

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

5.4      Training

         Yaskawa will provide maintenance and repair training to ADEPT personnel
         and any third  party  people with whom ADEPT  contracts  to service the
         ARMs, at Yaskawa's  factory in Japan.  ADEPT shall send at least one of
         its Field Service  engineers to Yaskawa's  factory to receive  training
         for 5 working days at ADEPT expense. ADEPT shall pay Yaskawa ($600) six
         hundred  dollars per man-day.  If the training is held at ADEPT,  ADEPT
         shall  reimburse  Yaskawa for the expense of  transportation,  room and
         board in US $ Dollars  per day.  An initial  training  course  shall be
         scheduled at the conclusion of this agreement. A training course may be
         performed once per year on a date to be mutually agreed upon.

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

         ARM PARTS and  replacement  PARTS that are DOA or have infant  morality
         rates  over an 18 month  period  should be less than  0.1%  except  for
         abnormal  transportation  damage.  Packaging  must be able to withstand
         normal industry shipping (air, ship, rail, and truck)  requirements for
         vibration, shock, temperature and humidity.

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

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

6.       ARM PARTS, Repair Service, and Maintenance

6.1      General Spare Replacement PARTS

         All PARTS  required  for the ARMs sold to ADEPT  shall be listed in the
         Spares

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Adept / Yaskawa                                                           Page 7

         Parts Pricing Schedule.  Refer to Appendix #3. All spares must be fully
         tested to meet the specification.

6.2      Spare  Parts  Inventory  to Respond to Customer  Needs

         ADEPT  agrees to maintain a minimum set of key spare parts  recommended
         by  Yaskawa.  However,  Yaskawa  agrees to maintain a level of stock of
         spare and  replacement  parts  which  will  allow it to ship  emergency
         replacements  of any  part  within  3  working  days  of  notification.
         Notification  by ADEPT for emergency  parts shipment orders may be made
         via FAX,  telephone,  or E:Mail.  Emergency  shipments  will be via air
         freight. ADEPT will define to whom and where to ship the part(s). ADEPT
         will make 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

6.3.1    Yaskawa agrees to maintain records of the revision levels for all parts
         and relate the part revision  level to the serial number of each ARM it
         has shipped to ADEPT.  These  records are to be sent upon  request from
         ADEPT.  Yaskawa shall strive to design all new revisions to be backward
         compatable.

6.3.2    Yaskawa  shall  inform  ADEPT of any  revision  which  is not  backward
         compatable.  When these  cases  exist,  Yaskawa  will stock  sufficient
         quantities  of prior  revision  level  parts to meet any future  repair
         requirements for products in the field.

6.4      Re-manufactured PARTS Usage

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

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

6.4.3    Parts  returned  for  re-manufacturing  must be repaired  and  returned
         within:

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

                 Directly  repairable in Yaskawa's factory          20 days
                 Repairable  by a  supplier  to  Yaskawa            40 days

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

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Adept / Yaskawa                                                           Page 8

6.5      Spare Part Packaging

         All  products  and spare  parts will be packaged in a manner to prevent
         any shipping damage and allow safe storage and handling.  All products,
         spare or replacement parts must have exterior markings in English which
         clearly show quantity, ADEPT's part number and revision level. Any used
         or re-manufactured parts must be marked "Re-manufactured".

6.6      Refurbishment of Used ARMs.

         ADEPT  shall have the right of purchase  and sale used and  refurbished
         ARMs originally manufactured by Yaskawa under contract to ADEPT in case
         of refurbishment  Yaskawa's obligation of warranty will be released. At
         the request of ADEPT, Yaskawa will provide  refurbishment  servicing of
         used ARMs for ADEPT.

7.0      Product Change Management

7.1      Configuration Control

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

7.2      Product Changes

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

7.3      Configuration Revision Level Compatibility Matrix

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

8.       Obsolescence

8.1      Parts supply and repair period

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

8.2      Yaskawa agrees to obtain ADEPT's concurrence on the obsolescence on any

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Adept / Yaskawa                                                           Page 9

         product and/or part covered by this  agreement.  If concurrence can not
         be reached,  Yaskawa agrees to maintain  either repair service or a new
         supply  of  the  subject   product  and/or  part  for  7.5  years  from
         notification.

9.       Documentation

9.1      Documentation

9.1.1    Yaskawa will provide  manuscript and technical  illustrations  in fully
         converted English for all products sold to ADEPT for incorporation into
         ADEPT's user and service manuals at no cost.

9.1.2    Documentation  for the ARMs will be provided to ADEPT at least four (4)
         weeks before the first customer  deliverable  shipment of ARMs. Yaskawa
         grants  ADEPT  the  right  to  reproduce  in  part  or  in  total  this
         documentation  for sales and service  literature  and manuals.  Yaskawa
         shall not be  responsible  for the  documentation  reproduced by ADEPT.
         Documentation  will be provided in the form of electronic copy with the
         format  compatible with  Windows95,  Microsoft Word Office 97 or later,
         using ADEPT's standard manual format.

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

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

         B) Spare parts lists for ARM.

         C) Trouble shooting guide for ARM.

         D) Mechanical and electrical specifications for ARM.

         E) Assembly drawings

         F) User preventive maintenance

10.      Inspection and Testing

10.1     Factory Calibration and Testing

         Yaskawa shall conduct  factory  calibration  and perform testing of all
         ARM products in accordance  with  standard  Yaskawa  defined  products.
         Yaskawa shall provide ADEPT copies of all factory  calibration and test
         procedures and shall notify ADEPT of all future changes.  Yaskawa shall
         maintain  record of calibration  data and test results for all ARMS and
         shall  supply ADEPT  copies of  documentation  within five working days
         upon request.  Prior to each ARM  shipment,  Yaskawa shall supply ADEPT
         calibration   data  in  a   mutually   agreed   format  and  method  of
         communication.

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Adept / Yaskawa                                                          Page 10

10.2     Inspection

         ADEPT shall have the right to periodically inspect Yaskawa's production
         process for products  sold to ADEPT at  Yaskawa's  facility as mutually
         agreed upon within ten days notice before any visit. ADEPT shall retain
         the right to verify test results and  acceptance of any product  before
         it is shipped from Yaskawa's facility. Refer to See Appendix #4.

10.3     Quality Data

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

11.      Indemnity

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

12.      Product and Business Confidentiality

         The  partnership,  product  assembly and working  relationship  between
         ADEPT and  Yaskawa  are  mutually  considered  a special  relationship.
         Information or disclosed  knowledge which is identified as confidential
         by giving  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,  which is identified as
         confidential  by giving  party,  should be treated as strictly  Company
         Confidential  between both  parties,  their  employees  and  applicable
         suppliers.  Notwithstanding the above confidential information does not
         include  any  information  which is already in the public  domain or is
         already owned by the receiving party prior to disclosure.

12.1     Customer List Confidentiality

         Yaskawa will not disclose to any outside  party any  information  about
         ADEPT's  customer base or business.  Yaskawa is  prohibited  from using
         such disclosed

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Adept / Yaskawa                                                          Page 11

         ADEPT customer base names and key contacts to advertise,  promote, sell
         or market  its own  products  through  any  verbal or  written or other
         transmitted  medium without specific  advance written  authorization of
         ADEPT.

12.2     ADEPT Customer Contact and Business Competitive Restrictions

         Yaskawa agrees not to use this  relationship  as a means to contact any
         ADEPT customer without the formal prior written  agreement of ADEPT. If
         the customer  relationship had been established by Yaskawa prior to the
         execution this business agreement, this restriction will not apply.

12.3     Proprietary Information

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

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

12.4     Non-Disclosure

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

12.5     Public Disclosure

         All public disclosure of any terms of our relationship for publicity or
         business  purposes  by either  company  must be reviewed  and  mutually
         agreed by ADEPT and Yaskawa prior to disclosure.

13.      Technical Communications

         Technical  discussions  related to this Agreement and related  products
         between the ADEPT's and  Yaskawa's  engineering,  manufacturing  and/or
         quality personnel, are

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Adept / Yaskawa                                                          Page 12

         hereby authorized to preclude  misunderstandings or misinterpretations.
         However,  all  changes  in the  contractual  scope of work,  pricing or
         delivery schedule, materials or data related to this Agreement shall be
         effective  only if mutually  agreed by a ADEPT  purchase  order  change
         order and Yaskawa order acknowledgment, or a duly executed amendment to
         this Agreement.

14.      Assignments and Delegations

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

15.      Term and Termination

15.1     Initial Term

         The Initial  Term of this  Agreement  shall be sixteen  (16) month from
         date of signing.  Unless specifically  formally contested in writing by
         either party, this agreement will  automatically  extend in twelve (12)
         month increments. This agreement will not extend beyond ten (10) years.
         Given this  agreement  is contested  by either  party,  or both parties
         hereto shall  discuss with each other the  extension or  expiration  of
         this  Agreement  in  good  faith  six (6)  months  prior  to the  above
         expiration date. If both parties cannot reach agreement, this Agreement
         will expire on said date.

15.2     Defaults

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

15.3     Compensation

         In the event  either  party  fails to cure any  defaults as outlines in
         paragraph 15.2,

                                  CONFIDENTIAL
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Adept / Yaskawa                                                          Page 13

         the other party shall be due  compensation  in an amount equal to their
         actual  investment in this program or the profit margins on anticipated
         sales for the  balance  of the term of this  agreement,  which  ever is
         greater. A maximum amount of compensation will be established.

15.4     Termination

         Upon   termination  of  this  Agreement   whether  as  provided  or  by
         operational of law or otherwise,  all obligation  undertaken  hereunder
         shall terminate except:

         A) Yaskawa's  of its  obligations  under  section  5,  6,  or 7 of this
            Agreement  which deal with  warranty and service of products sold to
            ADEPT prior to the termination of this Agreement.

         B) Yaskawa's  obligation  to  deliver to ADEPT all orders for the ARM's
            accepted by Yaskawa prior to the effective date of termination.

         C) ADEPT's  obligation  to pay any  amount  which was or became  due to
            Yaskawa prior to termination, or is to become due after termination.

15.5     Manufacturing Agreement

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

16.      Force Majeure

         Neither party shall be liable for any  obligation  under this Agreement
         if  fulfillment of any such  obligation  has been delayed,  hindered or
         prevented by force majeure,  including strikes,  riots, civil commotion
         or any circumstances  beyond the reasonable  control of the 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.

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

17.1     Law

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

                                  CONFIDENTIAL
<PAGE>

Adept / Yaskawa                                                          Page 14

17.2    Fees

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

18.      Miscellaneous

18.1     This  Agreement  and all  notices,  reports,  documentation,  or  other
         communications hereinafter shall be in English language, and in case of
         any conflict between the English version and any translated  version of
         this  Agreement or any such  communication,  the English  version still
         govern.

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





















                                  CONFIDENTIAL
<PAGE>

Adept / Yaskawa                                                          Page 15

19.      Entire Agreement

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

ADEPT TECHNOLOGY, INC                        YASKAWA Electric Corporation

Executed: /s/ Marcy Alstott                  Executed: /s/ Koji Toshima
          --------------------------                   -----------------------
Officer:      Marcy Alstott                  Officer:      Koji Toshima
Title:        V.P. Operations                Title:        Managing Director &
                                                           General Manager
                                                           Robotics Division
On:   August 29, 2000                        On:     August 29, 2000








                                  CONFIDENTIAL
<PAGE>
Adept / Yaskawa                                                          Page 16

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

Appendix #1    Product Specifications
Appendix #2    Price Schedule
Appendix #3    Spare Parts Price Schedule
Appendix #4    Quality Planning


                                  CONFIDENTIAL

<PAGE>

Adept / Yaskawa                                                          Page 17


                         Adept / Yaskawa OEM Agreement
                                  Appendix #2
                                 Price Schedule
                 Prices are hereby established for each model*


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

          ****                                     ****

--------------------------------------------------------------------------------
                                    Table 1

*With Mutually Agreed Conditions as stated below

1)   Currency  is in US $ and  will be  adjusted  up or down  based  on a 10 Yen
     incremental movement from a targeted Yen rate of 105 Yen/Dollar. Base Rate:
     105 Yen/Dollar (see Table 2)

2)   FOB Japan.

3)   Price includes packaging.

4)   Exchange Rate determined by Yahoo on-line exchange rate.






                                  CONFIDENTIAL


<PAGE>
Adept / Yaskawa                                                          Page 18

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
     Product Price       Exchange Rate       Yen Per Dollar
         Table
-----------------------------------------------------------------------------------------------
<S>       <C>            <C>            <C>            <C>            <C>           <C>
Product                                    ****

-----------------------------------------------------------------------------------------------
                                         Table 2
-----------------------------------------------------------------------------------------------
</TABLE>




                                       CONFIDENTIAL

<PAGE>
Adept / Yaskawa                                                          Page 19

                         Adept / Yaskawa OEM Agreement
                                  Appendix #3
                           Spare Parts Price Schedule


                        To Be Finalized by Both Parties
                                      and
                         Provided Under Separate Cover


                                  CONFIDENTIAL


<PAGE>
Adept / Yaskawa                                                          Page 20

                         Adept / Yaskawa OEM Agreement
                                  Appendix #4
                             Adept Quality Planning



                        To Be Finalized by Both Parties
                                      and
                         Provided Under Separate Cover


                                  CONFIDENTIAL


<PAGE>