AGREEMENT

Agreement   made  and  entered  into  by  and  between  ADEPT  Japan  Co.,  Ltd.
(hereinafter called "ADEPT JAPAN") and SILMA Division of  AdeptTechnology,  Inc.
(hereinafter called "SILMA") for sublicensing of use of software copyrighted and
owned by Sony and licensed to ADEPT JAPAN.


Article 1  DEFINITIONS.

1.   Subject  product  means  production  simulation  software  of SILMA  (SILMA
     product name: Production PILOT family).

2.   DAC means the  assembly/dissassembly  capability evaluation & design method
     software developed by Sony, patentable and copyrighted by Sony.

3.   Sublicensed  software means DAC software,  modified to software object code
     for the purpose of incorporation into the subject products and specified in
     attachment 1.

4.   Manual means  relevant  documents  such as the operating  manuals,  etc. in
     Japanese  and  English  copyrighted  by  Sony  for the  licensed  software,
     specified in attachment 2.

5.   Consulting means seminars  including  technical training on the sublicensed
     software  to be  conducted  for  the  intended  purchasers  of the  subject
     products or the purchasers of the subject products, specifically,  seminars
     for technical  training on the technique for  evaluating  only the assembly
     capability  of electronic  instrument,  precision  equipment,  etc., in the
     design stage thereof (hereinafter called "assembly capability seminar") and
     seminars for technical training on the technique for evaluating both of the
     assembly  capability and disassembly  capability of electronic  instrument,
     precision equipment,  etc., in the design stage thereof (hereinafter called
     "assembly/disassembly capability seminar").

6.   Client means corporations to receive consulting.

7.   Consulting material means the documents  copyrighted by Sony for use in the
     consulting, specified in attachment 3.


Article 2  SUBLICENSE OF RIGHTS.

1.   ADEPT JAPAN  hereby  grants an  exclusive  sublicense  to SILMA to copy the
     licensed software in the form of object code, incorporate it in the subject
     products and sell, have sold and distribute the same.

2.   ADEPT  JAPAN  also  grants  an  exclusive  sublicense  to SILMA to  conduct
     consulting on the sublicensed software.

3.   ADEPT JAPAN further  grants an exclusive  sublicense to SILMA to use, copy,
     sell,  have  sold  and  distribute  the  manual  as  part of the use of the
     sublicensed  software  under  subparagraph  1  above  and  as  part  of the
     consulting  under  subparagraph 2 above, and further to convert to and copy
     in other languages to the extent it is necessary for such use.

4.   ADEPT  JAPAN also grants an  exclusive  sublicense  to SILMA to use,  copy,
     sell,  have sold and  distribute  the  consulting  materials as part of the
     consulting  under  subparagraph  3 above and to convert to and duplicate in
     other languages to the extent it is necessary for such use.

Article  3  Disclosure  of  Training  Method  in  Consulting  and  Technological
Assistance

**** - 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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1.   ADEPT  JAPAN  shall  disclose  to SILMA  training  method on the use of the
     sublicensed   software   necessary  for  conducting   consulting  by  SILMA
     (hereinafter called "training method").

2.   ADEPT JAPAN  shall,  in addition to  disclosing  training  method set forth
     above and when  requested by SILMA,  request  SONY with such  technological
     information  necessary for conducting  consulting by SILMA and assist SILMA
     as Sony may think fit.

Article 4  Management of Information

1.   ADEPT JAPAN shall disclose to SILMA such  technological  information,  loan
     such technological  materials and provide SILMA with such advises as may be
     deemed necessary for the fulfillment of this agreement.

2.   SILMA  shall  manage  the   technological   information  and  technological
     materials  disclosed or provided by  Sony/ADEPT  JAPAN under the  preceding
     subparagraph  as well as the  preceding  article with proper care as a bona
     fide  custodian,  and shall not use,  assign or  otherwise  dispose of such
     information and materials to anyone other than Client for any other purpose
     than  stipulated  herein.  Furthermore,  SILMA shall,  promptly return such
     technological information,  technological materials, etc. to SILMA, when so
     requested by ADEPT JAPAN per SONY's instruction.

3.   SILMA shall manage the master disks of the licensed  software,  manuals and
     consulting  materials,  plus  conversions  to  and  duplications  in  other
     languages with proper care as a bona fide custodian, and shall not use such
     for any other purpose than stipulated herein.

Article 5  Maintenance of Characteristics and Consistency of Consulting

1.   SILMA  shall,  for  maintaining  the  characteristics  and  consistency  of
     consulting,  observe the training method to be disclosed under subparagraph
     1 of Article 3.

2.   Sony shall,  when the content of consulting  conducted by SILMA or by ADEPT
     JAPAN is found to be in conflict with the  maintenance  of  characteristics
     and  consistency  of  consulting,  so notify  ADEPT  JAPAN for  improvement
     thereof,  and SILMA and ADEPT  JAPAN  shall  immediately  comply  with such
     notice.

Article 6  Consideration

SILMA shall pay ADEPT JAPAN the following fees  (excluding  consumption  tax) in
consideration of the sublicense granted under Article 2:

     (1) **** per  one  subject product  incorporating  the sublicensed software
         sold by SILMA to client.

     (2) **** per  one  attendant  to  assembly  capability seminar conducted by
         SILMA for client.

     (3) **** per  one  attendant  to  assembly/disassembly  capability  seminar
         conducted by SILMA for client.

Article 7  Reporting and On-Spot Inspection

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1. SILMA shall,  during the term of this agreement from the day of  commencement
   of distribution of the licensed software to third parties, submit a report to
   Sony and ADEPT JAPAN within 30 days after the finish of each  semiannual term
   ending at the end of April and October  respectively,  listing the  quantity,
   customers, date of sale and sales price for each differently named product of
   the subject  products sold by SILMA to third parties during such term,  names
   of clients, kind of seminar, date of seminar conducted,  number of attendants
   and place of seminar of the  consulting  conducted  by SILMA during said term
   and the fees calculated  according to Article 6, (hereinafter called "seminar
   report").

2. SILMA  shall  retain  the  seminar  report  and the books and  records on the
   seminar  report  set  forth  in  the  foregoing   subparagraph   (hereinafter
   collectively  called  "books and records") at least for 3 years after payment
   of the fees to ADEPT JAPAN  stipulated  in Article 8. SILMA hereby  agrees to
   have independent  certified public account and attorney  appointed by Sony to
   audit such books and records in order to verify the validity of the amount of
   payment of such fees under this  agreement,  when so requested by Sony,  only
   once a year during such period, during the working hours of SILMA. Sony shall
   be liable for the expense required for such audit. If, however, audit reveals
   that the amount of fees  reported  and paid to Sony for and during the period
   subject to such audit is less than the amount calculated according to Article
   6, SILMA  shall pay Sony via ADEPT JAPAN the amount of such  deficiency  plus
   late  payment  interest  set forth in  Article  8, and if the  amount of such
   deficiency is 5% or more than the amount of such fees,  SILMA shall be liable
   for payment of such audit expense to Sony via ADEPT JAPAN.

Article 8  Method of Payment

SILMA shall,  within 45 days after the end of the semiannual period set forth in
subparagraph 1 of the preceding article (hereinafter called "payment due date"),
pay ADEPT JAPAN  through  bank  transfer to the account of ADEPT JAPAN the total
amount of fees  (excluding  consumption  tax) for semiannual  period  calculated
according to Article 6 plus the total amount of consumption tax assessed on such
total amount of fees. If,  however,  SILMA fails to make such payment before the
payment due date,  SILMA shall pay ADEPT  JAPAN a late  payment  interest at the
rate of 10% per year for such period of late payment to be paid to SONY.

Article 9  No Assumption of Guarantee, etc.

1.   Sony and ADEPT JAPAN shall not assume any responsibility whatsoever for any
     defects of the licensed software.

2.   Sony  shall  correct  all  errors  in  manuals  and  consulting   materials
     immediately if any errors are found.

3.   Sony shall not make any guarantee  whatsoever that the consulting  provided
     by SILMA and ADEPT  JAPAN will  produce  any  expected  benefit for clients
     using the licensed software as result of such use.

4.   SILMA shall,  if any dispute  arises with third parties on the execution of
     the rights granted to SILMA  according to Article 2, settle such dispute at
     its own expense and with its own responsibility,  and Sony shall not assume
     any responsibility whatsoever.

5.   SILMA shall promptly notify Sony and ADEPT JAPAN upon finding  unauthorized
     use of the licensed software,  manuals and consulting  materials as well as
     conversions  thereof in other  languages or infringement of rights by third
     parties  which SILMA is aware have been derived from  seminars  provided by
     SILMA,  and  shall  make best  efforts  to  eliminate  any  damage  arising
     therefrom.

Article 10  Revision Update

1.  When DAC is revised  including  "Manual"  revisions,  "Consulting  Material"
    revisions, SONY shall

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inform SILMA and ADEPT JAPAN immediately.

2.   With  respect  to above DAC  revision  change,  when SILMA  determines  the
     necessity of  modification  to sublicensed  software,  SILMA shall have the
     right to modify  sublicensed  software  within the scope of this agreement.
     Incidentally,  so modified  sublicensed  software  shall be included in the
     sublicensed software.

3.   If SILMA requests  conversion of "Manual" to other  languages,  and if Sony
     agrees that such is  necessary,  SILMA  shall have a right to conduct  such
     conversion.

Article 11  Confidentiality

1.   SILMA shall not disclose to other  parties any  business  and  confidential
     technological  information of Sony obtained and learned in connection  with
     this agreement without obtaining advance written consent of Sony.

2.   SILMA may disclose to client only the necessary  information for conducting
     consulting  (hereinafter  called  "necessary  information")  from among the
     training method disclosed by Sony and technological information provided by
     Sony according to Article 3. SILMA shall, however,  obtain a non-disclosure
     agreement  from  client  to keep  confidential  the  necessary  information
     disclosed  by  SILMA,  and to  guarantee  compliance  by  client  with such
     confidentiality.

Article 12  Prohibition of Disposition of Contractual Position

SILMA may not dispose of the  contractual  position of this agreement as well as
the rights and obligations  arising therefrom by way of transfer,  assignment or
otherwise.

Article 13  Termination of Agreement

1.   ADEPT JAPAN may terminate this agreement without making any notice to SILMA
     whatsoever  at any time during the term hereof in case of occurrence of any
     of the following:

     (1) when  business  license of SILMA or ADEPT JAPAN or business of SILMA or
         ADEPT JAPAN has been canceled or suspended by relevant authorities;

     (2) when  drafts  or  checks  drawn by SILMA or  ADEPT  JAPAN  have  become
         uncorrectable  or when SILMA or ADEPT JAPAN have fallen into a state of
         insolvency;

     (3) when SILMA or ADEPT JAPAN have applied for bankruptcy, for commencement
         of   liquidation,   for   commencement  of  special   winding-up,   for
         commencement of compromise with creditors, or commencement of corporate
         rehabilitation, under the Commercial Code;

     (4) when the  financial  situation  of SILMA or ADEPT  JAPAN has  seriously
         deteriorated  or when there is a reasonable  cause to believe that such
         is likely,  such as when ADEPT JAPAN has been  subjected  to  temporary
         seizure,  temporary injunction or involuntary  disposition by action of
         third parties;

     (5) when  ADEPT  JAPAN  has  been  subjected  to  dissolution,   merger  or
         assignment of major business thereof.

2.   ADEPT JAPAN may terminate this agreement in case of  contravention  of this
     agreement by SILMA or in case of nonfulfillment by SILMA of its obligations
     in spite of request for fulfillment  thereof within a

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reasonable  period of time.

3.   In  case  of  occurrence  of any of the  causes  for  cancellation  of this
     agreement  set  forth  in  subparagraph  1 of this  article,  or in case of
     cancellation set forth in the preceding  subparagraph,  all the liabilities
     of SILMA owed to ADEPT JAPAN shall  thereupon  be deemed due as a matter of
     course.

4.   The termination of this agreement under the provision of this article shall
     not prejudice the claim of SONY/ADEPT JAPAN for payment of damage by SILMA.

5.   In the event  ADEPT JAPAN is in a curable  material  breach of, or fails to
     perform a material  obligation  under this  agreement,  then SILMA may,  by
     notice to ADEPT JAPAN,  require the breach to be cured or the obligation to
     be  performed.  If,  within thirty (30) days of the receipt of such notice,
     ADEPT JAPAN fails to undertake a  reasonable  course of action to cure such
     breach,  or fails  to  perform  such  obligation,  SILMA  may,  by  notice,
     terminate the rights under this agreement.

Article 15  Term of Agreement

1.   The term of this  agreement  shall be for one year from  January  4,  2000;
     however, unless either Sony or SILMA notifies the other party in writing of
     its intention to terminate  this  agreement not later than three (3) months
     before the date of expiration of this  agreement,  this agreement  shall be
     extended  for a  further  period  of one  year  with  the  same  terms  and
     conditions, and similarly extended thereafter.

2.   The foregoing provision  notwithstanding,  the provisions of subparagraph 2
     of  Article 7,  Article  9,  Article  11,  Article 13 and  Article 16 shall
     survive the termination of this agreement.

Article 16  Steps After Termination of Agreement

1.   In case  of  termination  of  this  agreement  according  to the  foregoing
     article,  the licensed software  duplicated by SILMA remaining unsold as of
     the  time  of  termination  hereof  (hereinafter  called  "unsold  licensed
     software")  shall be deemed to have been sold to third  parties  as of such
     time,  and SILMA  may sell the  unsold  licensed  software  even  after the
     termination  of this  agreement  according to  subparagraph 1 of Article 2,
     provided  payment shall be made by SILMA to ADEPT JAPAN of fees  calculated
     according to Article 6.

2.   SILMA shall,  within thirty (30) days after  termination of this agreement,
     provide ADEPT JAPAN with the seminar report set forth in Article 7 and with
     payment set forth in Article 8.

Article 17  Mutual Consultation

Sony,  SILMA and ADEPT JAPAN shall, in case of dispute or question  between both
parties on matters  not  specifically  stipulated  herein or arising out of this
agreement,  consult  with each other based on good faith and settle such dispute
or doubt on each occasion.

In WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
executed on its behalf by its duly authorized representative.

SILMA Division of Adept Technology              ADEPT JAPAN

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By:                                     By:
   ------------------------------------    -------------------------------------

Name:                                   Name:
     ----------------------------------      -----------------------------------

Title:                                  Title:
      ---------------------------------       ----------------------------------

Date:                                   Date:
      ---------------------------------       ----------------------------------


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<PAGE>


Attachments:

1.   Licensed Software

     -   DAC-CAD Link System

     -   Other software decided separately between SILMA and ADEPT JAPAN

2.   Manual

     -   DAC Manual (Design for Assembly/Disassembly Cost-effectiveness Manual)

     -   DAC Exercise

     -   Other related material to be decided separately between SILMA and ADEPT
         JAPAN

3.   Text Book for Consulting

     -   DAC Instructor Manual

     -   Other related material to be decided separately between SILMA and ADEPT
         JAPAN

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<PAGE>

         DAC  sublicense  contract  between SILMA and  ADEPT/JAPAN  based on the
SONY/ADEPT JAPAN contract

behalf by its duly authorized representative.

SILMA Division of Adept Technology           ADEPT/JAPAN

By: /s/ Marcia R. Alstott                    By: /s/ Kunio Yoshida

Name:   Marcia R. Alstott                    Name: KUNIO YOSHIDA

Title:  V.P. of Operations                   Title: President

Date:   Sept. 26, 2000                       Date:  Sept. 26, 2000


/s/ Albert D. Pedrazza

Albert D. Pedrazza

GM SILVA

Sept. 26, 2000