FIRST AMENDMENT TO EXPORT-IMPORT BANK OF THE
                     UNITED STATES WORKING CAPITAL GUARANTEE
                           PROGRAM BORROWER AGREEMENT

         THIS FIRST AMENDMENT TO EXPORT-IMPORT BANK OF THE UNITED STATES WORKING
CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENT (this "Amendment"), is entered into
by and among Adept Technology,  Inc., a California corporation  ("Borrower") and
The CIT  Group/Commercial  Services,  Inc.  on behalf of its  affiliate  The CIT
Group/Business Credit, Inc. ("Lender"), and shall be deemed effective as of July
10, 2001.

                                    RECITALS

         Whereas,  Borrower executed an Export-Import  Bank of the United States
Working Capital Guarantee  Program Borrower  Agreement dated as of April 5, 2001
(the  "Borrower  Agreement")  in favor of the  Export-Import  Bank of the United
States  ("Ex-Im Bank") and Lender as a condition to Lender's entry into the Loan
and Security Agreement (EXIM Facility) and Loan and Security Agreement (Non-EXIM
Facility) with Borrower each dated as of April 5, 2001  (collectively,  the "CIT
Loan Agreements"); and

         Whereas,  Borrower and Lender wish to amend the  Borrower  Agreement to
permit the Borrower to undertake  acquisitions of other business entities within
the same industry as Borrower  without  Ex-Im Bank's and Lender's  prior written
consent so long as Borrower satisfies certain financial conditions.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual  promises,  covenants and conditions  hereinafter set forth,  the parties
hereto agree as follows:

                                    ARTICLE 1

                                    AMENDMENT

         1.1  DEFINITIONS.  Capitalized  terms  used  but  not  defined  in this
Amendment shall have the meanings given them in the Borrower Agreement.

         1.2 AMENDMENTS TO BORROWER AGREEMENT.  The Borrower Agreement is hereby
amended by inserting the following text at the end of Section 2.15:

         ";  provided  that if no  Event  of  Default  (as  defined  in the Loan
Agreement)  has  occurred  unless  such Event of  Default  has been cured to the
extent  permitted  herein Borrower may undertake  acquisitions of other business
entities  within the same industry as Borrower  without  Lender's  prior written
approval,  so long as (i) immediately  after giving effect to such  acquisition,

<PAGE>

Borrower's Aggregate Excess Availability (as defined in the Loan Agreement) plus
unrestricted  and  unencumbered  (other  than  liens in favor  of  Lender)  cash
equivalents and cash (in U.S. Dollars in domestic bank accounts) of the Borrower
and its  subsidiaries is no less than  $7,500,000,  (ii) the proforma  financial
projections (which shall be in form and substance  reasonably  acceptable to the
Lender) of the  Borrower  and its  subsidiaries  on a  consolidated  basis after
giving effect to any such  acquisition  reflects that the proforma  consolidated
unrestricted  and  unencumbered  (other  than  liens in favor  of  Lender)  cash
equivalents and cash (in U.S. Dollars in domestic bank accounts) of the Borrower
and its subsidiaries plus the Borrower's  Aggregate Excess  Availability will be
positive over the 12 months  immediately  following  the  completion of any such
acquisition,  and (iii) Borrower executes any and all documents or agreements or
performs  such  acts as Lender  may  reasonably  require  to  preserve  Lender's
perfected  first  priority  security  interest in the assets of Borrower and its
rights and remedies under the Loan Agreement and applicable law."

                                    ARTICLE 2

                                  MISCELLANEOUS

         2.1 HEADINGS.  The headings in this  Amendment are intended  solely for
convenience  and shall not be construed  as limiting or  expanding  the terms of
this Amendment.

         2.2  COUNTERPARTS.  This  Amendment  may be  signed  in any  number  of
counterparts  with the same effect as if the signatures to each counterpart were
upon a single  instrument.  All counterparts shall be deemed an original of this
Amendment.

         2.3  REAFFIRMATION  OF LOAN AGREEMENT.  Except as modified by the terms
herein,  the Borrower Agreement and the CIT Loan Agreements remain in full force
and effect.  If there is any conflict  between the terms and  provisions of this
Amendment  and the terms and  provisions  of the Borrower  Agreement and the CIT
Loan Agreements, the terms and provisions of this Amendment shall govern.

         2.4 GOVERNING LAW. This  Amendment  shall be governed by, and construed
in accordance with, the law of the state California.

         2.5 ATTORNEYS'  FEES;  COSTS.  Borrower  agrees to pay, on demand,  all
reasonable   attorneys'   fees  and  costs  incurred  in  connection   with  the
negotiation,  documentation and execution of this Amendment. If any legal action
or proceeding  shall be commenced at any time by any party to this  Amendment in
connection  with its  interpretation  or  enforcement,  the prevailing  party or
parties in such action or proceeding  shall be entitled to  reimbursement of its
reasonable attorneys' fees and costs in connection therewith, in addition to all
other relief to which the prevailing party or parties may be entitled.

         2.6 WAIVER OF JURY TRIAL.  BORROWER HEREBY  KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY  WAIVES  ANY  AND ALL  RIGHTS  IT MAY  HAVE TO A TRIAL  BY JURY IN
RESPECT OF ANY ACTION, SUIT, PROCEEDING OR

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OTHER LITIGATION BROUGHT TO RESOLVE ANY DISPUTE ARISING UNDER, ARISING OUT OF OR
IN CONNECTION  WITH THIS AMENDMENT OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OR OMISSIONS OF LENDER, EX-IM
BANK, OR ANY OTHER PERSON, RELATING TO THIS AMENDMENT.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>


         IN WITNESS WHEREOF, the parties executed this Amendment to be effective
as of the date first written above.


                                       ADEPT TECHNOLOGY, INC.

                                       By:  /s/ John W. Schwartz
                                               Name: John W. Schwartz
                                               Title:   Director of Finance

                                       THE CIT GROUP/COMMERCIAL
                                       SERVICES, INC. on behalf of its affiliate
                                       THE CIT GROUP/BUSINESS CREDIT, INC.



                                       By:  /s/ Dale George
                                          -----------------
                                               Name: Dale George
                                               Title:   Account Manager


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