HIRATA CORPORATION
                    ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT
                                   Revision C



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


                              Adept Confidential                               1

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                               TABLE OF CONTENTS



        Description                                    Page Number
        -----------                                    -----------
o       Contract Body                                  3 to 17
o       Product Specification        Appendix 1        18 to 19
o       Color Specification          Appendix 2        20
o       Logo Specification           Appendix 3        21
o       Pricing                      Appendix 4        22
o       Spares Pricing               Appendix 5        22
o       Inspection                   Appendix 6        24
o       Quality Data                 Appendix 7        25
o       Out of Warrantee Pricing     Appendix 8        26
o       Product Addendum's




                              Adept Confidential                               2

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                              HIRATA CORPORATION'S
                   ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT


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


1.  Purpose and Scope of Relationship

1.1 ADEPT will purchase HIRATA  manipulator  Arms for  incorporating  with ADEPT
hardware and software  controls to provide an extension to ADEPTs  product line.
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  HIRATA  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

HIRATA  will  sell  to  ADEPT  mechanical  SCARA   manipulators  and  its  parts
(hereinafter  referred to as "Arms") which accept ADEPT's servo amplifier signal
and meet the product specifications contained in Adept Product Specification. 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 Arms sold to ADEPT. Further, both parties agree to provide a minimum of
90 days  notification  prior  to the  target  shipping  date in  writing  of any
proposed  changes.  Any earlier  shipping  date may be arranged or determined if
reasonable and agreed upon.  Any proposal of a significant  nature (for example,
changes  in  scope  of  specifications,  molds  and  die  sets  being  used  for
production,  and/or  other  performance  of the Arms) must have a minimum of 180
days  notification  prior  to  the  target  shipping  date  in  writing.  HIRATA
guarantees that all products sold to ADEPT will meet the most current  effective
revision  of product  specifications  approved  by both  parties.  (For  further
Product Specification see attached Appendix #1.)


                              Adept Confidential                               3

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2.2     Technical Support

In order to support  ADEPT's  direct market  responsibilities,  HIRATA will make
available capable technical support personnel at ADEPT's request for any problem
with the Arms not resolvable by ADEPT  engineering or customer  Service or Sales
Applications  support  in  ADEPT's  opinion.  The  technical  support  must have
adequate English speaking and writing skills or HIRATA must supply the necessary
interpreter on a timely basis.  The technical  support must be available  during
HIRATA'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
HIRATA's  facility in Japan.  There will be no charge for this technical support
service.  HIRATA  will  maintain  24 hour 7 day  phone  coverage,  inclusive  of
holidays  and  weekends,  so as to be able to  respond  to  emergency  requests.
Emergency requests will be clearly identified as being "Emergency".  At the time
of HIRATA's  off-working  hours or holidays,  any initial emergency inquiry from
ADEPT to HIRATA shall be via ADEPT-Japan who will notify HIRATA.  It is expected
that emergency communications will be a rare situation.


2.3     Color and Logo Plate Specification

The Arms sold to ADEPT shall be painted to ADEPT's color specification.  Color #
(See Appendix #2). Adhesive logo plates shall be supplied by ADEPT and such logo
plates shall be fitted by HIRATA to the Arms.  HIRATA shall  provide and install
product number plates with ADEPT's name,  product name, serial number,  and date
of production

Size and fitting  method of the product  number plate shall be  compatible  with
HlRATA's standards described in (Appendix #3). ADEPT will start this process but
will later have  HIRATA buy logo plates and have  HIRATA  install  them in their
factory.


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  (Appendix  #4).
Pricing shall be firm in YEN, for a period of eighteen (18) months from the date
of the  first  customer  shipment  by  ADEPT.  After  the  initial  term  of the
agreement,  pricing shall be negotiated annually.  Prior pre agreed prices shall
automatically continue into the furture unless either party formally contests in
writing.  Prices shall be unit price plus shipping  charges FOB Japan. 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 shall be wire transferred to HIRATA in YEN 60 days after the Bill of
Lading (B/L) date.


                              Adept Confidential                               4

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3.3     Pricing Schedule

Proposed  changes in prices  after the  initial  18 month term must be  formally
communicated  to ADEPT in San  Jose,  California  at  least 90 days  before  the
effective  date.  ADEPT  must  agree to any  changes  to the PRICE  SCHEDULE  in
writing.  A release  against the new price  schedule  shall be applicable to all
shipments after effective date of new price schedule.


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

4.1     Lead Times

HIRATA shall  guarantee a lead time of 60 calendar  days or less for delivery of
the Arms.  HIRATA 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     Minimum Order

Purchase  of the Arms shall be for a minimum  of one (1) unit per  order.  ADEPT
shall take delivery of 100 units as a minimum over the initial 18 months and 100
units as a minimum per every  consecutive  12 month period  thereafter.  At some
point,  an End of Life situation  will be encountered  when the minimum 100 unit
order per year requirement cannot be satisfied.


4.3     Purchase Order

On!y actual signed ADEPT  Purchase  Orders shall be considered as the purchasing
commitment.  HIRATA shall promptly  acknowledge,  within 48 hours in writing via
fax, all purchase  order  exclusive  of weekends and Japanese  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  HIRATA  via fax the  following
information.


        A) A 12 month forecast will be supplied  monthly by Purchasing Agent and
will be updated with every master forecast change. The first 4 weeks quantity of
this release will remain fixed, the second 4 weeks quantity may fluctuate by not
more than 20%.


        In order to be  responsive  to  ADEPT's  upside  forecast  requirements,
safety stock will be  maintained  by HIRATA.  Equivalent to 2 months of forecast
usage in work in process inventory.

        B) The forecasts and revised forecasts  provided to HIRATA by ADEPT will
be ADEPT's  best  efforts to estimate  market  demand but shall not be a binding
obligation to place orders for the Arms.


                              Adept Confidential                               5

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4.5     Shipment / Delivery Schedule

ADEPT  plans,  in the  future,  to ship the Arms and spare parts  produced  from
HIRATA's factory directly to ADEPT's (end user or system integrator)  customers.
HIRATA  will  provide  confirmation  in  writing  within  48  working  hours and
information (e.g.  actual ship dates, ship carrier,  shipper's way bill numbers)
necessary to confirm and track the progress of the shipment by FAX transmission.
All customer billing will be by ADEPT to ADEPT's customer base.


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


        A) All  direct  customer  shipments  shall  be made by means of a weekly
delivery schedule supplied by ADEPT's Purchasing Agent via fax. (Ref. 4.4, A)

        B)  Shipment  can also be made to ADEPT's  factory  via a weekly  kanban
system.  The quantity due to ship will be supplied weekly by ADEPT's  Purchasing
Agent via fax.

        C) HIRATA 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 HIRATA's  expense or hold the units and delay  payment for a
corresponding period of time.


HIRATA  shall  deliver  the  ordered  Arms or parts  to  ADEPT or its  customers
directly by the best method cf  transportation  from Japan to  destination.  The
methcd shall be defined by HIRATA with ADEPT's  approval.  In the event that the
shipping  destination  and/or  the  method of  transportation  changes  from the
original  Purchase  Order,  ADEPT will advise  HIRATA,  at least 15 working days
prior to  scheduled  shipping  date,  the  method of  transportation  and/or the
destination of shipment.


This  agreement does not authorize  HIRATA to deliver any items.  HIRATA will be
authorized  to deliver and ADEPT will be obligated to take receipt of only those
items which are scheduled for delivery by Purchasing Agent on the weekly faxes.


                              Adept Confidential                               6

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5.      Warranty

The warranty assumes that "normal use" occurs and the equipment is maintained to
specification.


5.1     Product Warranty

HIRATA  warrants  that the  products  sold to ADEPT  under this  agreement  will
conform to the then current  specifications  published (see  attachment) for the
product  for a period of  eighteen  (18)  months or 4,000  hours,  whichever  is
smaller,  after the bill of lading date to ADEPT Product  specifications will be
negotiated  between  ADEPT and HIRATA and will become a formal  addendum to this
agreement. Products will also be warranted against any defect (including "latent
defects") in workmanship and material during the warranty period.


5.2     Warranty Obligation

HIRATA's warranty obligation will be to ship, at no charge to ADEPT, an exchange
replacement  within  two (2)  working  days for any  field  replacement  part or
subassembly  found to be defective by ADEPT  during the warranty  period.  ADEPT
will return or scrap defective parts and or subassemblies at HIRATA's direction.
HIRATA will pay the cost of  transportation in both directions for the defective
parts.


5.3     Defects

(ADEPT and HIRATA will specify the standard  time to replace each part listed in
the spare parts list) To the extent the defects are substantial (over 10% of the
units  shipped in the prior three months or require more than four man hours per
unit to replace) ADEPT may, at its option, return the entire Arm, subassembly to
HIRATA for repair or replacement at HIRATA's  expense  including  transportation
both ways.


5.4     Training

HIRATA will provide  maintenance  and repair training to ADEPT personnel and any
third party people whom ADEPT  contracts  with to service the Arms,  at HIRATA's
factory in Japan.  ADEPT shall send at least one of its Field Service  engineers
to HIRATA's  factory to receive  training for 5 working days at ADEPT's expense.
If the training is held at ADEPT or its customer's  site,  ADEPT shall reimburse
HIRATA  for the  transportation,  room and board  plus  compensation  at yen/day
expenses.  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.


                              Adept Confidential                               7

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5.5     Dead On Arrival and Infant Mortality  Performance and Warranty  Coverage

Arm parts and replacement parts DOA and infant morality rates for 18 months must
be 0.1% except for abnormal  transportation damage. The system and its packaging
must be able to withstand normal industry  shipping (air, ship, rail, and truck)
requirements for vibration,  shock,  temperature and humidity. If DOA and infant
mortality rates > 0.1%, ADEPT will obtain labor expense at cost (includes labor,
travel and per diem expenses) from HIRATA. A notification of DOA in writing must
reach HIRATA  within ten (10)  working  days after the date of cargo  arrival at
ADEPT's site or, in case of direct  shipping  from HIRATA to a customer,  twenty
(20) working day at the  customers  site.  ADEPT shall  notify  HIRATA how ADEPT
judges the DOA and infant mortality performance in advance.


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 month warranty when
shipped to ADEPT.  These parts shall have an 8 month  warranty  when  shipped to
ADEPT's customer direct.

6. Parts,  Repair  Service,  and  Maintenance

6.1 General Spare or Replacement Parts

All  spare or  replacement  parts  required  for the Arm sold to ADEPT  shall be
listed  in the PRICE  SCHEDULE.  Prices  for  out-of-warranty  and  spare  parts
purchased by ADEPT shall be listed and updated in the PRICE SCHEDULE in the same
manner as product prices as outlined in Section 3. of this agreement. All spares
must be fully tested and run in per Adept  specification  contained in (Appendix
#5).


6.2     Spare Stock Levels

HIRATA agrees to maintain a level of stock of spare and replacement  parts which
will allow it to ship emergency  replacements of any part within two (2) working
days of notification via FAX. Notification by ADEPT for emergency parts shipment
orders may be made via FAX or telephone with only an ADEPT Purchase Order number
required.  Emergency shipments will be via air freight. ADEPT will define in the
fax to whom and where to ship the part(s).

Adept will make 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

HIRATA  agrees to  maintain  records  of the  revision  levels for all parts and
relate the part revision  level to the serial numbers of all Arms which it ships
to ADEPT. These records are to be sent monthly to ADEPT with the latest updates.


                              Adept Confidential                               8

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HIRATA  shall  also keep  ADEPT  informed  at all times of cases  where the most
current  revisions of any part cannot be used to replace a prior  revision level
of the  same  part.  When  these  cases  exist,  HIRATA  will  stock  sufficient
quantities of prior revision level parts to meet any future repair  requirements
for  products  in the field.  Both  parties  shall  discuss  the update of prior
revision spare parts in ADEPT  inventory  which shall be returned to HIRATA upon
agreement.


6.4     Re-manufactured Parts Usage

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.  HIRATA may use
either new or  re-manufactured  parts to  replace  warranty  or  out-of-warranty
returns.

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

For this latter case, the  customer's  specific part returned for repair must be
repaired and returned to the same  customer in question if the part  returned is
judged by HIRATA as  repairable  within:

Type of Part                                Calendar  Days
------------                                --------------
Directly repairable in HIRATA's factory     15 days
Repairable  by a supplier to HIRATA         40 days

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


6.5     Spare Part Packaging

All  products and spare parts will be  individually  packaged and in a manner to
prevent  any  shipping  damage  and  allow  safe  storage  and  handling  of the
individual parts in the unopened package.  All products and spare or replacement
parts must have  exterior  markings  in English  which  clearly  show  quantity,
ADEPT's  part  number,  revision  level,  and whether the spare part is "new" or
"used" (usable only for warranty and non-warranty replacement).


6.6     Packaging Labeling

HIRATA will create  packaging  having  external  labeling that conforms to trade
mark and marketing  identification  requirements  established by ADEPT.  This is
particularly  important  given the future plan (date to be  established) to ship
direct from HIRATA's factory to ADEPT's customers.


6.7 RGA --  Refurbishing  used Arms will be established at the time of return of
the used Arms.  The price will be based on HIRATA's and ADEPT's  agreement  upon
pricing.


                              Adept Confidential                               9

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7.0     Product Change Management

7.1     Configuration Control

HIRATA 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 HIRATA's or ADEPT's cost to be determined
and agreed upon by both companies


7.3     Configuration Revision Level Compatibility Matrix

HIRATA will supply ADEPT a revision level configuration  compatibility matrix to
ADEPT's specification covering the Arms and spare parts.


8.      Obsolescence

8.1     Support Service

For all products  sold to ADEPT under this  agreement,  HIRATA agrees to support
service  and parts  replacement  for at least  seven and 1/2 (7.5)  years  after
notification to ADEPT of product discontinuance.


8.2     Obsolescence Agreement

HIRATA agrees to obtain ADEPT's  concurrence on the  obsolescence on any product
and/or part covered by this agreement. If concurrence can not be reached, HIRATA
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

HIRATA will provide  manuscript and technical  illustrations  in fully converted
English and  Japanese  for all  products  sold to ADEPT for  incorporation  into
ADEPT's user and service manuals at no cost.  Documentation for the Arms will be
provided  to ADEPT at least two (2) weeks  before  the first  delivery  of Arms.
HIRATA   grants  ADEPT  the  right  to  reproduce  in  part  or  in  total  this
documentation for sales and service  literature and manuals.  Documentation will
be  provided  in the form of  electronic  copy in three and one half inch floppy
disk with the format compatible with APPLE Macintosh  Computer,  Microsoft Word,
system software 6.0 or later.

                              Adept Confidential                              10


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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   Testing

HIRATA  agrees  to  test  all  products   according  to  test   procedures   and
specifications  contained in ADEPT Product Spec. and ADEPT  Qualifications  Test
Spec.  Further,  as part of the test procedure,  HIRATA agrees to calibrate each
unit by  mutually  agreed  upon  procedures  which  will be  jointly  developed.
Calibration  and test data developed  through the testing process will accompany
each unit shipped to ADEPT and will be  identified  by unit serial  number.  Any
changes to the documented test  procedures or  specifications  referenced  above
shall have  ADEPT'S  approval  before  being  incorporated  into the  production
process.


ADEPT  will  provide  HIRATA,  at no cost to  HIRATA,  at least two (2) units of
standard  ADEPT  controller(s)  with servo  drives  for use in testing  the Arms
before  packaging and shipment to ADEPT.  The intent of this testing is to allow
the Arms to be stocked at ADEPT or drop shipped  directly to customers by HIRATA
and married with an ADEPT  provided  controller  without  further  testing.  The
controllers  provided  for  this  purpose  shall  be  returned  to  ADEPT at the
termination of this agreement.


10.2 Inspection

ADEPT shall inform  HIRATA of its plan on how to perform the initial  inspection
of HIRATA manufacturing, testing and shipping procedures of the Arms at HIRATA's
facility. ADEPT shall have the right to periodically inspect HIRATA's production
process for products sold to ADEPT at HIRATA's  facility as mutually agreed upon
with reasonable  notice before any visit.  ADEPT shall retain the right to final
test and acceptance of any product before it is shipped from HIRATA's  facility.
(See Appendix #6)


10.3    Quality Data

HIRATA agrees to provide monthly  manufacturing  quality,  manufacturing process
and reliability data for the products covered by this agreement per Appendix #7.


                              Adept Confidential                              11

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10.4    Arm MTBF

The MTBF  goal  for the Arm is to be  14000  hours.  HIRATA  shall  test for all
products according to test procedures and specifications  contained in the ADEPT
Product Specification and ADEPT Qualification Test Specifications.  HIRATA shall
accumulate  and log all  product  test  hours and  failures  for the  purpose of
estimating  product MTBF.  HIRATA will supply  cumulative test hours and failure
information to ADEPT on a monthly basis per Appendix #7 Quality Data.


11.     Indemnity

HIRATA will defend at its expense any claim or suit brought  against  ADEPT,  or
any ADEPT customer using products  originally  manufactured by HIRATA,  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.  HIRATA 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  HIRATA for prior  approval  for such legal
action.


To the extent  that  HIRATA  decides  to procure a license  for ADEPT or ADEPT's
customer to continue  use of the product at some cost to HIRATA,  this cost will
not be borne in any way by  ADEPT  for any  product  received  through  the time
HIRATA  notifies ADEPT of this cost and no purchase orders  outstanding  will be
affected by a price increase due to this cost. Additionally,  at the time HIRATA
notifies  ADEPT  that  due to  this  additional  cost  future  pricing  will  be
increased,  ADEPT shall notify HIRATA of all  outstanding  quotes which ADEPT is
obligated  to and HIRATA will agree to not pass this cost on to any product sold
under the named outstanding quotes.


12. Confidentiality

12.1    Confidentiality

Each  party  acknowledges  that,  in the  course  of  the  performance  of  this
agreement, it may obtain relating to the other party, its business, and products
which is of confidential  and  proprietary  nature  (hereinafter  referred to as
"Proprietary Information").

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.


                              Adept Confidential                              12

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12.2    Proprietary

Obligations to protect the others Proprietary Information shall not apply to the
extent  such   information;   (a)  was  in  the  recipient  parties  lawful  and
unrestricted  possession  prior to disclosure by the other party as evidenced by
written records; (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
derive it from the disclosing  party; or (d) is  independently  developed by the
recipient without reference to the Proprietary Information and without violation
of any confidentiality restriction.


12.3 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.


12.4    Public Disclosure

All public disclosure of any terms of our relationship for publicity or business
purposes must be approved by ADEPT prior to disclosure.


13. Assignments and Delegations

This  Agreement  shall inure to the benefit 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  or
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.


14. Term and Termination

14.1    Initial Term

The  Initial  Term of this  Agreement  shall be thirty six (36)  months from and
after the Effective Date. Unless  specifically  formally contested in writing by
either patty,  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.


                              Adept Confidential                              13

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14.2    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.


14.3    Compensation

In the event  either  party fails to cure any  defaults as outlines in paragraph
14.2,  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 initial term of this agreement,  which ever is greater.  A maximum amount of
compensation will be established.


14.4    Termination

Termination  shall not relieve HIRATA of its obligations under sections 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.


14.5    Manufacturing Agreement

ADEPT will have all the right to Manufacture  (Arms) if HIRATA becomes insolvent
(no longer in business) or is no longer  manufacturing  (Arms) or HIRATA desires
not to produce the (Arms) at a price deemed acceptabie to ADEPT.


15. Force Majeure

Neither  party  shall be liable  for any  obligation  under  this  Agreement  if
fulfillment of any such oblication 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.


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

16.1    Law

This Agreement  shall be governed by and interpreted in accordance with the laws
of the  State of  California,  U.S.A.  ADEPT  and  HIRATA  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.


                              Adept Confidential                              14

<PAGE>

16.2    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).


17.     Exclusivity

Customer List Confidentiality

Since  ADEPT  plans,  in the  future,  to direct  drop ship Arms and spare parts
products from HIRATA's factory to ADEPT's  customers;  HIRATA will learn ADEPT's
customer  base names and key  contacts.  HIRATA will not disclose to any outside
party any information about Adept's customer base or business.


Information Disclosure

Neither party will take advantage of any information  disclosure by the other as
a result of this joint  business  venture  unless the  information is freely and
commonly available in the market place.


ADEPT Customer Contact and Business Competitive Restrictions

HIRATA agrees not to use this OEM  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 HIRATA  prior to the  execution  of this
business  agreement,  this restriction will not apply as long as the business is
not in direct  competition  with  ADEPT's  existing or planned  future  business
relationship with the customer.


HIRATA  agrees not to sell or sell  through a third  party  spares,  replacement
parts and repair services or  re-manufactured  products relative to the products
supplied to ADEPT in  competition  with ADEPT to ADEPT's  customers  without the
written consent of ADEPT.


17.1  HIRATA  agrees that ADEPT will have the  exclusive  rights to the sale and
distribution  of the Arms in the United States of America and Europe.  Confusion
to HIRATA's and ADEPT's customers will be minimized by this relationship.

17.2  HIRATA will not sell any Arm to any other  robot  company  with V, V+, Val
based, Val II based, or Karel based motion control language,  future variants or
new generations of these languages created by ADEPT.


                              Adept Confidential                              15

<PAGE>

17.3 HIRATA  agrees that this  contract  will be the basis for all future HIRATA
products  which ADEPT may wish to purchase.  HIRATA agrees not to offer the Arms
to other OEM  customers  without  allowing  ADEPT the first  right of refusal to
exclusive  distribution  and sales  rights  of  HIRATA's  products  at terms and
conditions at least equal to the best terms and conditions  offered to any other
individual  or   organization   including  the  minimum   purchase   obligation.
Additionally,  HIRATA  agrees  not  to  enter  into  any  agreement  to  sell  a
manipulator Arm of the same type, size, specification, and market use to any OEM
customer for integration with the customer's controls as ADEPT is doing for this
relationship.


18.     Miscellaneous

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


19. Entire Agreement

19.1  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 understandings  relative thereto,  if any, had between the
parties hereto, are herein merged or superseded.


                             Adept Confidential                               16

<PAGE>

IN WITNESS  WHEREOF the parties  hereto have cause this Agreement to be executed
in duplicate by their respective duly authorized  representatives on the day and
year first below written and retained one copy respectively.

ADEPT TECHNOLOGY, INC.                        HIRATA CORPORATION


BY:  /s/ JAMES E. KUHL                           BY:  /S/ Y. HIRATA
   ---------------------------------             -------------------------------
   JAMES E. KUHL                                 YASUNARI HIRATA


Title: Vice President, Operations             Title: President


Date:    1/31/95                                 Date:     31/1/1995
     -------------------------------                  --------------------------


                              Adept Confidential                              17

<PAGE>

                                  APPENDIX #1
Adept 550 Table-Top
SCARA Robot


Product Description

The Adept 550 is a four-axi,  tablemount SCARA robot. Its cost-effective  design
and  easy-to-use  software make the Adept 550 an attractive  alternative to both
fixed-automation and manual production methods.

With a reach of 550 mm and payload of 5.5 kg, the Adept  550's  SCARA  design is
ideal for light-payload  assembly,  handling,  and packaging jobs. High-speed AC
Servo Motors allow the system to perform thousands of pick-and-place  cycles per
hour with repeatability to 0.025 mm.

Based on Adept automation  software and controls,  the Adept 550 Table-Top SCARA
Robot offers maximum production flexibility with minimum development expense.

Adept  controls  simplify  integration  of the 550 robot by combining all of the
functions found in a typical robot workcell,  including  motion control workcell
communications, vision guidance, and conveyor tracking.

For many basic  pick-and-place  jobs,  Adept's AIM  MotionWare  software  allows
factory  personnel to achieve powerful  automation  results without the need for
complicated programming For those jobs that require more sophistication. Adept's
V+  software  provides  a powerful  multitasking environment  for  complete
customization ot workcell performance.

By  combining  an  efficient  table-top  design with  easy-to-use  software  and
controls.  the Adept 550 is a powerful  robot system.  For common  light-payload
tasks such as part  transfer,  material  handling,  and assembly,  the Adept 550
Table-Top  SCARA Robot offers an  affordable,  productive  solution for flexible
automation results.

================================================================================
Features                                Benefits
--------------------------------------------------------------------------------
5.5 kg payload/550 mm reach             Ideally suited for light payload
                                        assembly and handling applications.
--------------------------------------------------------------------------------
Repeatability to 0.025 mm               Consistent, high quality results.
--------------------------------------------------------------------------------
Table-mount design with small
footprint                               Efficient work space utilization.
--------------------------------------------------------------------------------
Adept software and controls             State-of-the-art automation performance
                                        with minimum development expense.
================================================================================


                               ADEPT CONFIDENTIAL                             18

<PAGE>

                                  APPENDIX #1

Product Specifications
================================================================================
Payload (maximum):       5.5 kg
                       (12.1 lb)

Joint 4 inertia (max): 451 kg-cm(2)
                      (154 lb-in(2))

Repeatability (x, y) +/- 0.025 mm
                    (+/- 0.001")
                 (Z) +/- 0.03 mm
                        (0.001")
              theta  +/- 0.05(degrees)

Joint Range
Joint 1:        200(degrees)
Joint 2:        280(degrees)
Joint 3:        200mm (7.9")
Joint 4.        540(degrees)

Maximum Joint Speed
Joint 1:        300o/sec
Joint 2:        480o/sec
Joint 3:        1000 mm/sec
                (40"/sec)
Joint 4:        480(degrees)/sec

Robot Brakes
Joints 1, 2, and 4:     dynamic brake
Joint 3:                electric brake

Robot-to-Controller Cables
5 m (16.4')

Cycle Times
The robot tool performs a continuous-
path motion from location "a" to location
"b" and back to "a". The path consists of
all straight-line segments.

           305 mm
-------------------------------
|25 mm                   25 mm|
|                             |
|                             |
a                             b

Payload             Cycle Time
2 kg (4.4 lb)          0.8 sec


Extended arm configurations yield optimal
cycle times. Cycle times increase
with retracted configurations.

User Lines
Electrical      24(12 twisted pairs)
Pneumatic       2 @ 6 mm diameter
                3 @ 4 mm diameter

System Requirements
Controller
Compatible with Adept MV series
controllers

Power
o Robot Interface Requirements
  Standard: Three Phase 200 - 240 VAC
  Configurable: Single Phase 200 - 240 VAC
o Controller Power Requirements
  U.S. Standard: 200 - 240 VAC, 50-60 Hz
  Single Phase, 2.5A(MV-8), 6.3A(MV-19)
  Configurable:   100 - 120 VAC,
  5A (MV-8), 12.5A (MV-19)

Environment
41 - 104(degrees) F (5 - 40(degrees) C), 5 - 90% relative
humidity (noncondensing)

Options
o Robot-mounted camera hardware
o Robot calibration kit
o 10 m (32.8') Extended robot-to-controller cables

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

Adept 550 Table-Top SCARA Robot
Dimensions
A - Inner link:            300 mm (11.8")
B - Outer link:            250 mm (9.8")
C - Vertical clearance
   (base to retracted
    quill flange)          330 mm (13.0")
D - Manipulator height:    872.5 mm (34.4")
R(0) - Maximum reach:      550 mm (21.7")
R(1) - Minimum reach:      194 mm (7.6")
Robot Weight               45 kg (100 lb.)

[GRAPHIC GO HERE]

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

Corporate Headquarters
150 Rose Orchard Way
San Jose, CA 95134
USA
Tel:    (408)432-0888
Fax:    (408)432-8707

European Technical Center
Ottn-Hahn-Str. 23
44227 Dortmund
Germany
Tel:    (49) 231.75.89.40
Fax:    (49) 231.75.89.450

Japan Technical Center
1-2, Aza Nakahara
Mitsuya-Cho
Toyohashi-Shi 441-31
Japan
Tel: (81) 532.65.2391
Fax: (81) 532.65.2390

Product specifications are subject to change without notice. The Adept logo is a
registered trademark Adept Technology,  Inc. Adept, Adept 550, AIM, Motion Ware,
V+, and Adept MV are trademarks of Adept Technology, Inc.

Revision date 6/94

For more  information  on the Adept 550  Table-top  SCARA  Robot or other  Adept
products,  contact  your  local  sales  engineer  or call the Adept  Information
Hotline at: (800) 292-3378 or (408) 434-6228.


                               ADEPT CONFIDENTIAL                             19

<PAGE>

                                  Appendix #2

                              Color Specification



o  Paint Chip provided to HIRATA with specification



                               Adept Confidential                             20

<PAGE>

                                  Appendix #3

                               Logo Specification


o To be supplied by HIRATA



                               Adept Confidential                             21

<PAGE>

                                  Appendix #4

                                    Pricing

        Description                Item Number                Price
        -----------                -----------                -----

Manipulator Arm                       ****                 Yen ****
Packing & Transportation                                   Yen ****
----------------------------------------------------------------------
**** Unit Price                                            Yen        Each



FOB cost per air shipment       Yen ****

FOB cost per ocean shipment     Yen ****



                               Adept Confidential                             22

<PAGE>

<TABLE>
                                                   Appendix #5

                                                  Spares Pricing
<CAPTION>

   ADEPT             HIRATA                                                      US $               JAPAN YEN
PART NUMBER        PART NUMBER             DESCRIPTION                        UNIT PRICE            UNIT PRICE
================================================================================================================
<S>               <C>                      <C>                                  <C>                  <C>
60001-00044       ****                     ****                                 ****                 ****
60001-00046
60001-00047
60001-00048
60001-00050
60001-00051
60554-00000
60554-00010
60554-00020
60554-00030
60554-00040
60554-00050
60554-00060
60554-00070
60554-00080
60554-00090
60554-00100
60554-00110
60554-00120
60554-00130
60554-00140
60554-00150
60554-00160
60554-00170
60554-00180
60554-00190
60554-00200
60554-00210
60554-00220
60554-00230
60554-00240
60554-00250

                                                Adept Confidential                             23
</TABLE>

<PAGE>

                                  Appendix #6
                                   Inspection

10.2 Inspection

HIRATA shall perform  inspection of each arm manufactured for ADEPT  TECHNOLOGY,
INC.  Inspection  results for each arm shall be documented and included with the
arm at shipment. The following data is to be included with each arm shipment.

1)      Adept part number

2)      Product serial number

3)      Month of manufacture

4)      Visual inspection check fist

        -      No visual casting or paint flaws

        -      Adept  logos  and  name/number  plates  are  installed  correctly
               according to specifications.

        -      Performance and test data required is supplied with the arm.

        -      Product is  adequateiy  wrapped and packaged to prevent  shipping
               and handling damage.

5)      Arm cycle performance per test TBD1.

        -      Joint 1 performance         _______

        -      Joint 2 performance         _______

        -      Joint 3 performance         _______

        -      Joint 4 performance         _______

6)      Arm accuracy performance per test TBD2.

        -      Joint 1 performance         _______

        -      Joint 2 performance         _______

        -      Joint 3 performance         _______

        -      Joint 4 performance         _______

7)      Arm repeatability performance per test TBD3.

        -      Joint 1 & 2 combination     _______

        -      Joint 3                     _______

        -      Joint 4                     _______

8)      Z axis force test per test TBD4.

        -      J3 force                    _______

9 ) Electrical tests

        -      Hypot test per test TBD4.   _______

        -      ESD test per test TBD5.     _______

10) Calibration data per test TBD6.



February 18, 1994                Adept Confidential                           24

<PAGE>


                                  Appendix #7
                                  Quality Data


QP-1023A                    Q.I.S. FOR NEW PRODUCTS (Manual Entry)

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

5.9     QUALITY PERFORMANCE REPORTING;

        1.   The Manual Q.I.S.  shall report Product Field  Performance  Quality
             and Reliability Trends:

             A.   Purpose: Overall product field performance
             B.   Audience: Adept Management
             C.   Frequency: Monthly
             D.   Period: Current Month / Rolling prior 12 months.
             E.   Format:  Trend Charts / Data Points  Matrix  (Performance  vs.
                  Goal)
             F.   Products: ICEBERG
                            SWORDFISH
                            604S
                            POWER AMPLIFIER

             G Formula:  O.B.D. / Out of Box Defects Performance:
                         [O.B.D = Number of Defects /  Installations]  The total
                         number of defects identified as the product is unpacked
                         and  installed.  Each  defect is  counted as a separate
                         item; i.e.,  Functional  defects,  missing items, loose
                         hardware, unclear documentation, cosmetic defects, etc.

                         D.O.A. / "Dead on Arrival" Performance:
                         [D.O.A = Defective Units / Total Installed]  Percentage
                         of units  shipped  that fail  functionally  within  the
                         first   24  hours  of   operation   at  the   customer.
                         Non-functional failures are excluded.

                         WAR / Warranty Performance:
                         [WAR = #  Fails,  All  Systems,  1st 19  months]  Total
                         number of functional failures reported for all products
                         during initial warranty period of 18 months.

                         M.T.B.F. / Mean Time Between Failures
                         [MTBF = # Fails / Total  Systems  Run Time] The average
                         elapsed  system  run  time  between  system   failures.
                         Excludes D.O.A.; includes Warranty through end of life.

        2.   The Manual Q.I.S. shall report the Product Pareto of Field Reported
             Performance Problems:

             A.   Purpose:  To focus Adept  resources  on  solving,  in order of
                  priority, customer quality problems.

             B.   Audience: Adept Management and Engineers

             C.   Frequency: Monthly (weekly if required)



February 18, 1994               Adept Confidential                            25

<PAGE>

                                   Appendix #8

                            Out Of Warrantee Pricing


o    Pricing for out of warrantee parts to be determined at a later date.



                                Adept Confidential                            26

<PAGE>

                               HIRATA CORPORATION
                   ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT
                                     Rev. B

                            ADDENDUM #1: PALLETIZER

1. Purpose of Addendum

1.1 ADEPT  will  purchase  HIRATA Palletizer Arms for  incorporating  with ADEPT
hardware and software  controls to provide an extension to ADEPT's product line.
ADEPT shall market the Arms under its own trade name and responsibilities except
for any industrial rights associated with the Designs of the Arms

2. Product Specification

2.1  HIRATA  will  sell  to  ADEPT  a  Palletizer   manipulator  and  its  parts
(hereinafter  referred to as "Arms") which accept ADEPT's servo amplifier signal
and meet the product specifications contained in Adept Product Specification. 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.  Further, both parties agree to provide a minimum of
90 days  notification  prior to the  target  shipping  date in  writing  and any
proposed  changes.  Any earlier  shipping  date may be arranged or determined if
reasonable  and agreed upon.  Any proposal of  significant  nature (for example,
changes  in scope of  specifications,  molds and die sets  used for  production,
and/or  other  performance  of the  Arms)  must  have  a  minimum  of  180  days
notification  prior to the target  shipping date in writing.  HIRATA  guarantees
that all products sold to ADEPT will meet the most current effective revision of
product specifications approved by both parties.

3.      Minimum Order

3.1  Purchase  of the Arms  shall be for a  minimum  of one (1) unit per  order.
Starting  from  March 1994 ADEPT  shall  take  delivery  of eight (8) Units as a
minimum  over the next 18 month,  and  forecast  deliveries  of twenty four (24)
Units as a minimum  per next 12 month  period,  and  forecast a minimum of forty
(40) Units per every  consecutive 12 month period there after. At some point, an
End of Life situation  will be encountered  when the minimum unit order per year
requirement cannot be satisfied.

4. Pricing

4.      The  price of  E  and  F  type  is  as following plus the attached price
        schedule.

        Arm AR-Z1OOOF-4-2000 =   Y 3,515,000
        Amplifiers                 Y 667,000
        Arm AR-Z1000E-4-2000 =   Y 2,732,000
        Amplifiers                 Y 610,000

The price will reduce on a sliding scale as follows

        41 to 60 units sold 1%
        61 to 80 units sold 2%
        81 to 99 units sold 4%
        100 and after units sold 5%



1/27/95                         Adept Confidential                             1

<PAGE>

5. System Definition

5.1  The System will be as stated:
        1.)  E = 4 Axis Scara Mechanism
        2.)  F = 4 Axis Scara Mechanism
        3.)  Power Cable Set for "E"
        4.)  Power Cable Set for "F"
        5.)  Amplifiers "E"
        6.)  Amplifiers "F"

6.  Territories

6.1 HIRATA  agrees  that ADEPT  will have the  exclusive  rights to the sale and
distribution  of the Arms in the  United  States of  America.  (Appendix  #6) In
Europe HIRATA's General Manager and ADEPT's General Manager will confer together
so as not to  compete  with each  other  for the same  customers.  Confusion  to
HIRATA's and ADEPT's customers will be minimized by this relationship.

7. Original Equipment Manufacturer Agreement

7.1 All other  condition  and statement of the Original  Equipment  Manufacturer
Agreement will be inforced in it entirety.

IN WITNESS  WHEREOF the parties  hereto have cause this Agreement to be executed
in duplicate by their respective duly authorized  representatives on the day and
year first below written and retained one copy respectively.

ADEPT TECHNOLOGY, INC.                     HIRATA CORPORATION

BY:___________________________________     BY:__________________________________

          JAMES E. KUHL                            YASUNARI HIRATA

Title: Vice President, Operations          Title: President

Date:_________________________________     Date:________________________________




1/27/95                          Adept Confidential                            2

<PAGE>

                                  Addendum #1

Product Specifications

================================================================================

Payload (maximum)       70 kg              Palletizing Capability
                       (154 lb)            Payload 60 kg/700 cycles/hour

Robot Weight            1900 kg            Design Life
                      (4,200 lbs)          40,000 hours

Repeatability            0.3 mm            System Requirements
                        (0.012")           o  Controller
                                              Compatible with Adept MV series
Joint Range                                   controllers
Joint 1:               220(degrees)
Joint 2:               300(degrees)        o  Power
Joint 3:               2000 mm (78.7")        Requires 3-phase 220V, 40 Amp
Joint 4:                345(degrees)
                                           Environment
Robot Brakes                               41-104(degrees) F (5-40(degrees) C),
Joints 1,2, and 4:     Dynamic Brakes      35-90%  relative humidity
Joint  3 (z-axis):     Electro-            (non-condensing)
                       Mechanical
                       Brakes

Robot-to-Controller Cables
7 m (23 ft) standard

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

Adept 1850 Palletizer Robot
Dimensions


A - Inner link:             1000 mm (39.4")
B - Outer link:             850 mm (33.5')
C - Vertical clearance
   (base to retracted
    quill flange)           2412.5 mm (95")
D - Manipulator height:     3344 mm(131.7")
R(0) - Maximum reach:       1850 mm (72.8")
R(1) - Minimum reach:       500 mm (19.7")

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

Corporate Headquarters
150 Rose Orchard Way
San Jose CA 95134
USA
Tel: (408) 432-0888
Fax  (408 )432-8707

European Technical Center
Otto-Hahn-Str. 23
44227 Dortmund
Germany
Tel: (49) 231.75.89.40
Fax  (49) 231.75.89.450

Japan Technical center
1-2, Aza Nakahara
Mitsuya-Cho
Toyohashi-Shi 441-31
Japan
Tel: (81) 532.65.2391
Fax  (81) 532.65.2390

Product specifications are subject to change without notice. The Adept logo is a
registered trademark Adept Technology,  Inc. Adept, Adept 1850, AIM, MotionWare,
V+, and Adept MV are trademarks of Adept Technology, Inc.

Revision date 6/94

For more information on the Adept 1850 Palletizer Robot or other Adept products,
contact your local sales engineer, or call the Adept Information Hotline:  (800)
292-3378 or (408) 434-6228.

6/24/94                         Adept Confidential                             3

<PAGE>

                                  Addendum #1

Adept 1850XP
Palletizer Robot

Product  Description

The Adept 1850XP Palletizer is a high-payload four-axis SCARA robot designed for
heavy-duty palletizing, material handling, packaging, and assembly tasks.

With a reach of 1850 mm and  working  volume  of 16.9  cubic  meters,  the Adept
1850XP is designed to  accommodate  industry-standard  pallet  geometries  while
accessing conveyors,  feeders, and other production equipment.  A payload of 150
kg gives the Adept  1850XP the  capacity  to handle a wide  variety of single-or
multiple-package types, as well as heavy industrial components.

The Adept  1850XP  Palletizer  Robot is  designed  to  provide  performance  and
reliability.  High-torque  motors  combined  with  precision  rotary vector gear
reducers deliver  production rates up to 1000 cycles per hour and  repeatability
to 0.3 mm. Brushless AC servo technology delivers trouble-free  performance with
low maintenance needs.

Based on Adept  automation  software and controls,  the Adept 1850XP  Palletizer
Robot offers maximum production flexibility with minimum development expense.

Built-in  control  capabilities  include  options  for  vision  guidance,  force
sensing,  conveyor tracking, a graphical user interface,  and up to 512 channels
of digital I/0.

Adept V+ software  provides  powerful  multi-tasking  control for all aspects of
workcell  performance,  while  Adept's AIM  MotionWare  software  can be used to
perform many applications without the need for complicated programming.

================================================================================
Features                                   Benefits
--------------------------------------------------------------------------------
150 kg payload capacity                    Handles a wide variety of heavy
                                           palletizing, material handling,
                                           packaging, and assembly jobs.
--------------------------------------------------------------------------------
16.9 cubic meter working volume            Accommodates industry standard
                                           pallet geometries and peripheral
                                           devices.
--------------------------------------------------------------------------------
Adept software and controls                High performance flexible automa-
                                           tion results with minimum
                                           development expense.
--------------------------------------------------------------------------------
Brushless AC servo design                  High reliability and low mainte-
                                           nance requirements.
--------------------------------------------------------------------------------
Production rates to 1000 cycles/hr         Maximum return on investment.
--------------------------------------------------------------------------------
Absolute encoders                          Fast system power-up.
================================================================================

6/24/94                            Adept Confidential                          4

<PAGE>

                                  Addendum #1

Product Specifications

================================================================================

Payload (maximum)       150 kg             Robot-to-Controller Cables
                       (331 lb)            7 mm (23 ft) standard

Robot Weight           2400 kg             Palletizing Capability
                      (5300 lbs)           Payload 60 kg/1000 cycles/hour

Repeatability            0.3 mm            System Requirements
                        (0.012")           o  Controller
                                              Compatible with Adept MV series
Joint Range                                   controllers
Joint 1:               220(degrees)
Joint 2:               300(degrees)        o  Power
Joint 3:               2000 mm (78.7")        Requires 3-phase 220V, 40 Amp
Joint 4:                345(degrees)

Robot Brakes                               Environment
Joints 1,2, and 4:     Dynamic Brakes      41-104(degrees) F (5-40(degrees) C),
Joint  3 (z-axis):     Electro-            35-90% relative humidity
                       Mechanical          (non-condensing)
                       Brakes

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

Adept 1850XP Palletizer Robot
Dimensions


A - Inner link:             1000 mm (39.4")
B - Outer link:             850 mm (33.5")
C - Vertical clearance
   (base to retracted
    quill flange)           2412.5 mm (95")
D - Manipulator height:     3478 mm (136.9")
R(0) - Maximum reach:       1850 mm (72.8")
R(1) - Minimum reach:       500 mm (19.7")

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

Corporate Headquarters
150 Rose Orchard Way
San Jose CA 95134
USA
Tel: (408) 432-0888
Fax  (408 )432-8707

European Technical center
Otto-Hahn-Str. 23
44227 Dortmund
Germany
Tel: (49) 231.75.89.40
Fax  (49) 231.75.89.450

Japan Technical center
1-2, Aza Nakahara
Mitsuya-Cho
Toyohashi-Shi 441-31
Japan
Tel: (81) 532.65.2391
Fax  (81) 532.65.2390

Product specifications are subject to change without notice. The Adept logo is a
registered   trademark  Adept  Technology,   Inc.  Adept,  Adept  1850XP,   AIM,
MotionWare, V+, and Adept MV are trademarks of Adept Technology, Inc.

Revision date 6/94

For more  information  on the  Adept  1850XP  Pallentizer  Robot or other  Adept
products,  contact  your local  sales  engineer,  or call the Adept  Information
Hotline: (800) 292-3378 or (408) 434-6228.

6/24/94                         Adept Confidential                             5

<PAGE>

<TABLE>
                                  Appendix #5
                                 Spares Pricing
                                1850 and 1850XP

<CAPTION>
<S>                <C>                     <C>                                <C>                   <C>
   ADEPT             HIRATA                                                      US $               JAPAN YEN
PART NUMBER        PART NUMBER             DESCRIPTION                        UNIT PRICE            UNIT PRICE
================================================================================================================

To be determine at a later date



6/24/94                           Adept Confidential                             6
</TABLE>


<PAGE>

<TABLE>
                                  Appendix #6

                                Sales Territory
<CAPTION>
<S>         <C>                    <C>                      <C>
------------------------------------------------------------------------------------
Palletizer Sales Teritory
------------------------------------------------------------------------------------
            Region                         U.S.                      Europe
------------------------------------------------------------------------------------
   Adept color and controller          Adept Exclusive          Adept Exclusive
------------------------------------------------------------------------------------
Hirata color and Adept controller  Hirata sells in SYSTEM    Hirata sells in SYSTEM
------------------------------------------------------------------------------------
 Hirata color and controller       Hirata sells in SYSTEM         S.A and PAL

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

-----------------------------------------------------------
     Japan                Asia                Other
-----------------------------------------------------------
 Adept Exclusive     Adept Exclusive     Adept Exclusive
-----------------------------------------------------------
S.A and PAL W/NOTE  S.A and PAL W/NOTE  S.A and PAL W/NOTE
-----------------------------------------------------------
   S.A and PAL         S.A and PAL        S.A and PAL
-----------------------------------------------------------
<FN>
S.A=Stand Alone sales
PAL=Dedicated palletizing system sales
SYSTEM=Any integrated system except for dedicated palletizing.
NOTE=Hirata  inform  Adept of the  lead to  advoid the  customer's confusion and
     price competition between Hirata and Adept.
</FN>
</TABLE>
10/27/95                                                                       7

<PAGE>

                      Adept Technology / Hirata Corporation

                       Subcontract Manufacturing Agreement

                                      For

                   The Cobra 600 Mechanical SCARA Manipulator


<PAGE>


                                                                         Page ii


                               TABLE OF CONTENTS

Paragraph
 Numbers                    Major Provisional 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 Proprietary Data

14 Technical Communications

15 Assignments and Delegations

16 Term and Termination

17 Force Majeure

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

19 Miscellaneous

20 Entire Agreement

   Contract Execution by Both Parties


<PAGE>


                                                                        Page iii

         Appendices                                                  Page Number

o        Product Specification                    Appendix   1       14 to 16
o        Step Margin Share Price Matrix           Appendix   2       18
o        Spares Pricing Schedule                  Appendix   3       19
o        Quality Planning and Data Requirements   Appendix   4       20 to 24


<PAGE>


                                                                    Page 4 of 26

                     Adept Technology / Hirata Corporation
                      Subcontract Manufacturing Agreement
--------------------------------------------------------------------------------

1        Purpose and Scope of Relationship

     1.1     This Agreement by and between ADEPT TECHNOLOGY,  INC.,  hereinafter
             referred to as "BUYER" and HIRATA CORPORATION, hereinafter referred
             to  as  "SELLER".   BUYER  and  SELLER  agree  that  the  following
             provisions shall govern the relationship between BUYER and SELLER.

     1.2     BUYER will purchase and SELLER shall  provide Cobra 600  Mechanical
             SCARA Manipulator product,  hereinafter referred to as "ARM". BUYER
             shall  incorporate  the ARM  with  its own  hardware  and  software
             controls to provide an extension  to BUYER's  product  line.  BUYER
             shall market the ARM under its own trade name and responsibilities.
             SELLER shall provide full warranty support for any and all sales of
             the ARM by BUYER.

2        Product Specifications and Technical Information

     2.1     Product Specification

         2.1.1   SELLER will sell to BUYER the ARM and its spare or  maintenance
                 parts, hereinafter referred to as "PARTS", which accept BUYER's
                 servo  amplifier  signal  and meet the  product  specifications
                 contained  in  BUYER  Product   Specification.   BUYER  Product
                 Specifications,  Quality  Requirements and Test  Specifications
                 will be  provided to SELLER  prior to or with BUYER  authorized
                 purchase  orders for SELLER to  manufacture,  test and  deliver
                 ARMs under this Agreement. If changes are required to the BUYER
                 Product  Specifications  during  the  course  of  the  business
                 relationship,  SELLER must formally  acknowledge the ability to
                 conform and deliver  performance  compliant ARMs to the revised
                 or new  requirements  to be made before  they are  incorporated
                 into the ARM sold to  BUYER.  Further,  both  parties  agree to
                 provide a minimum of 90 days  notification  prior to the target
                 shipping date in writing of any proposed  changes.  Any earlier
                 shipping date may be arranged or  determined if reasonable  and
                 agreed upon. Any proposal of a significant nature (for example,
                 changes  in scope of  specifications,  molds and die sets being
                 used for production,  and/or other  performance of the ARM must
                 have a minimum  of 180 days  notification  prior to the  target
                 shipping date in writing.  SELLER  guarantees that all products
                 sold to BUYER will meet the most current effective  revision of
                 product  specifications  submitted by BUYER and acknowledged by
                 SELLER.

         2.1.2   The  Product  Specification  attached  in  Appendix  #1 to this
                 Agreement   is  provided  as  a  base  line   description   and
                 performance  requirement  of the  Cobra  600  Mechanical  SCARA
                 Manipulator  product.  BUYER  may  from  time to  time  require
                 revisions to its technical and quality and performance  product
                 specifications,   which  shall  be  provided  to  SELLER  under
                 separate cover for  acknowledgement  to  manufacture,  test and
                 deliver ARMs against BUYER approved  purchase orders under this
                 agreement in full compliance to the latest document  revisions.
                 Said BUYER documents shall supercede the Product  Specification
                 in Appendix #1 hereto, without revision to Appendix #1


<PAGE>

                                                                    Page 5 of 26

                 or  amendment  to this  contract  Agreement.  This shall not be
                 construed nor  interpreted as any  modification or reduction in
                 the BUYER's  right to expect and require full  conformance  and
                 compliance by SELLER to the terms and  conditions in performing
                 to this Agreement.

     2.2     Technical Support

             In order to support BUYER's direct market responsibilities,  SELLER
             will make available  capable technical support personnel at BUYER's
             request  for any  problem  with the ARMs  not  resolvable  by BUYER
             engineering or customer Service or Sales Applications support. Said
             technical  support shall  normally be provided via  telephone,  FAX
             and/or Email communications between BUYER's and SELLER's personnel.
             The SELLER provided  technical  support must have adequate  English
             speaking  and writing  skills or SELLER  must supply the  necessary
             interpreter  on a  timely  basis.  The  technical  support  must be
             available  during  SELLER's  factory's  normal working hours and be
             available  for emergency  situations  for off factory hours given a
             critical or emergency situation.  It will be BUYER's responsibility
             and  judgement,  in assessing the customer and  technical  issue at
             hand,  to  identify  a  given  situation  as an  "Emergency".  Such
             technical  support  shall be  limited  and  conducted  at  SELLER's
             facility  in Japan.  The SELLER  shall not charge  BUYER or BUYER's
             customer this technical  support  service or related cost incurred.
             SELLER will  maintain 24 hour 7 day phone  coverage,  inclusive  of
             holidays  and  weekends,  so as to be able to respond to  emergency
             requests.  Emergency  requests will be clearly  identified as being
             "Emergency".  It is expected that emergency  communications will be
             rare.

     2.3     Color and Logo Plate Specification

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

3        Pricing and Payment

     3.1     ARM Pricing

         3.1.1   The  established  Base  ARM  Price  shall  be a  maximum  of US
                 $5,600.00,  at the exchange rate of 105 Yen:US $1.00, effective
                 with all  shipments of ARMs  received at the BUYER's dock on or
                 after July 1, 1998. To publish each  purchase  order under this
                 Agreement,  BUYER  shall  use the  current  Yen to US $  Dollar
                 exchange  rate as published  in the Wall Street  Journal or the
                 CNN-FN  Financial  News Web Site. If the exchange rate is equal
                 or less than 105 Yen:US  $1.00,  BUYER  shall use the US $5,600
                 unit price for each purchase  order.  If the Yen value declines
                 against the US Dollar ($) above 105 Yen,  BUYER shall apply the
                 rate to the applicable Yen range in the Step Margin Share Price
                 Matrix herein to determine  the purchase  order ARM unit price.
                 Refer to Appendix #2.

         3.1.2   BUYER  shall  issue  contractual  purchase  orders  under  this
                 agreement  at a quantity  of fifty  (50)  ARMs,  or as close as
                 possible to that number, and make


<PAGE>


                                                                    Page 6 of 26

                 every  attempt to  schedule an even flow of ARM  deliveries  as
                 possible,  predicated on the customer demands  reflected in the
                 forecast.

         3.1.3   As the ARM  approaches end of life of the product design in the
                 marketplace,  as determined by BUYER, the relative  quantity of
                 ARMs  ordered  at any one time  may be  adjusted  downward  per
                 purchase order.

     3.2     Step-Margin Share Pricing Matrix.

             Since this Agreement and the ARM pricing and BUYER payment is based
             in US Dollars ($) and the  SELLER's  costs are incurred in Japanese
             Yen, a  Step-Margin  Share  Pricing  Matrix shall be applied to the
             purchase price to reflect devaluation of the Yen in relation to the
             US Dollar  ($) over time.  This  provides  for an equal  sharing by
             BUYER and SELLER of the exchange rate variance of the final BUYER's
             ARM payments in US Dollars ($) if the Yen devalues  relative to the
             105 Yen:US  Dollar $1.00 level.  Refer to Appendix #2. The original
             ARM purchase price of US $6,000.00 was established  when the Yen to
             US Dollar ($) exchange rate was between 105 Yen:US $1.00. The final
             negotiated  Base ARM Price of US $5,600.00  under this Agreement is
             based on the exchange rate of 105 Yen: US Dollar $1.00.

     3.3     PARTS Pricing

         3.3.1   The  prices  applicable  to  the  PARTS  purchased  under  this
                 agreement  shall be set forth in the  attached  Spares  Pricing
                 Schedule.  Refer to  Appendix  #3.  Pricing  for PARTS shall be
                 negotiated  semi-annually.  Either  BUYER or SELLER may request
                 re-negotiation  of the Price  Schedule  for Spare  Parts at any
                 time  if the  Yen to US  Dollar  ($)  exchange  rate  causes  a
                 hardship or results in the PARTS prices to not be marketable by
                 the BUYER.

     3.4     Trade Terms

             The  trade  terms  under  this  agreement  shall  be  governed  and
             interpreted  by and under the  provisions  of latest  International
             Commercial Terms (INCOTERMS).

     3.5     Free On Board (FOB) Point, Method of Shipment and Specified Carrier

         3.5.1   SELLER's  shipment of all ARMs and ARM PARTS shall be delivered
                 FOB  SELLER's  shipping  point  from  Japan,  with  the cost of
                 transportation  and  title to  goods  residing  with the  BUYER
                 beginning at the FOB point. The specific method of shipment and
                 named  carrier  the  SELLER  will use from the FOB point to the
                 BUYER's  dock  for  each ARM and ARM  PARTS  shipment  shall be
                 designated  in writing by the BUYER.  BUYER  shall hold  SELLER
                 fully  responsible for any delay in shipment,  loss,  damage to
                 goods or additional  costs  resulting from SELLER's  failure to
                 comply  with the  BUYER's  authorized  method of  shipment  and
                 carrier.

     3.6     Price / Cost Reductions

         3.6.1   BUYER and SELLER 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.   SELLER   shall   work  with  its   suppliers   and
                 manufacturing  technology to drive the cost of manufacturing of
                 the ARMs down. BUYER agrees to assist, to the reasonable extent



<PAGE>


                                                                    Page 7 of 26

                 engineering  opportunities  to  facilitate  cost  reductions in
                 materials and manufacturing.

         3.6.2   SELLER  agrees to  develop  cost  reductions  in  support of an
                 annual  minimum five  percent (5%) price  reduction of the Base
                 ARM Price, starting with the initial shipment of ARMs in July 1
                 1998. In support of the SELLER's cost reduction efforts,  BUYER
                 will need to  purchase  an annual  minimum of 300 ARMS.  If the
                 volume  drops below 150 units per year,  SELLER may  reevaluate
                 the Arm base price. Upon acceptance,  by both parties,  the new
                 price will be used in the Step Margin Share Price Matrix.

     3.7     Payment Terms

             BUYER's  payment  for  ARMs  and ARM  PARTS  shall  be net and wire
             transferred  to SELLER in US  Dollars  ($)  sixty  (60) days  after
             BUYER's receipt date of the Bill of Lading (B/L).

4        Purchase Orders, Delivery Scheduling, Lead Times and Forecasts

     4.1     Lead-Times

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

     4.2     Purchase Order

             Only actual signed BUYER Purchase Orders shall be considered as the
             purchase commitment. SELLER shall promptly acknowledge all purchase
             orders in writing  via FAX or Email  within two (2)  working  days,
             allowing  for  weekends  and  Japanese  holidays.  In the  event of
             conflict between the individual BUYER purchase orders and/or SELLER
             sales terms and  conditions  versus the clauses,  requirements  and
             conditions of this agreement, the provisions of this agreement will
             prevail.

     4.3     Purchase Orders / Forecasts for Production Requirements

         4.3.1   BUYER  shall  provide  SELLER  with a minimum  of six (6) month
                 forecast,  of which  the  first  thirteen  (13)  weeks  will be
                 scheduled for weekly  shipments.  SELLER will procure parts and
                 materials   in  support  of  meeting  the   required   delivery
                 commitments  specified on the BUYER's authorized purchase order
                 for ARMs and/or ARM PARTS.

         4.3.2   SELLER shall  promptly  respond  within two (2) working days to
                 BUYER's  scheduled  changes,  indicating  acceptance or closest
                 ship dates possible to actual scheduled dates.

         4.3.3   SELLER shall provide a list of Long Lead Items with  associated
                 leadtimes  to  BUYER  that  could  materially  impact  the  ARM
                 deliveries  as scheduled by BUYER.  Said lists shall be updated
                 and   resubmitted  to  BUYER  every  six  (6)  months  or  more
                 frequently if leadtimes or items change.

         4.3.4   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.  BUYER  forecasts are provided for
                 information



<PAGE>


                                                                    Page 8 of 26

                 only and shall not be  interpreted  or construed as any form of
                 commitment  by BUYER to accept ARM and/or ARM PARTS  deliveries
                 beyond the authorized purchase orders.

     4.4     Safety Stock

             SELLER shall maintain materials and manufacturing  capability to be
             able to respond to BUYER's  unplanned upswing in customer demand up
             to thirty  percent (30%) of current  thirty (30) day purchase order
             ship schedule. Said unplanned upswing purchase requirements must be
             shippable within two (2) weeks.

     4.5     Standard ARM Shipments

         4.5.1   SELLER  shall   schedule   the   purchase  of   materials   and
                 manufacturing  to  ensure  ARM and ARM PARTS  shipments  are in
                 conformance with BUYER's delivery schedules.

         4.5.2   SELLER  shall  recommend  methods of  transportation,  based on
                 BUYER's  deliver-to  location  and  time  constraints  to  meet
                 customer  demand.  SELLER will ship  ordered  ARM(s),  based on
                 BUYER's  authorized   transportation   method  and  contractual
                 delivery date(s).  Refer to the paragraph  entitled FOB, Method
                 of Shipment and Specified Carrier herein.

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

         4.5.4   SELLER is only  authorized to  manufacture  or otherwise  incur
                 costs  and  deliver  ARMs and  PARTS  based  on BUYER  approved
                 purchase orders.

     4.6     Authorized Drop Ship Delivery

             BUYER  may  elect to ship the ARMs and spare  PARTS  produced  from
             SELLER's   factory   directly  to  BUYER's   (end  user  or  system
             integrator)  customers.  The conditions in paragraph  entitled FOB,
             Method of Shipment and Specified  Carrier,  herein,  shall apply to
             all drop  shipments.  SELLER will provide  confirmation  in writing
             within 48 working hours with shipment  tracking  information  (e.g.
             actual  ship  dates,  ship  carrier,  shippers  way  bill  numbers)
             necessary  to confirm and track the progress of the shipment by FAX
             transmission.  All  customer  billing  will be by BUYER to  BUYER's
             customer base.

5        Warranty

The warranty assumes that "normal use" occurs and the equipment is maintained to
specification.

     5.1     Product Warranty

             SELLER  warrants  that  the  products  sold  to  BUYER  under  this
             agreement will conform to the then current specifications published
             and provided to SELLER for the ARM product for a period of eighteen
             (18) months  after the bill of lading date.  Products  will also be
             warranted  against  any  defect  (including  "latent  defects")  in
             workmanship and material during the warranty period.


<PAGE>


                                                                    Page 9 of 26

     5.2     Warranty Obligation of Complete ARMs

             If an ARM is found to be non-conforming per the terms herein, BUYER
             will notify SELLER and return the ARM at SELLER's  expense.  SELLER
             shall use due diligence in performing  any analysis or  examination
             of the ARM in a timely  manner.  The  liability of the SELLER under
             this  warranty is limited to repairing or replacing  non-conforming
             ARMs at no  charge to  BUYER.  SELLER  shall  deliver  repaired  or
             replaced  ARMs within  fifteen  (15) working days of receipt of the
             ARMs.

         5.2.1   In Warranty ARMs

                 SELLER  shall be  responsible  for full cost of both  PARTS and
                 labor,  freight and related  tariff/duties from BUYER to SELLER
                 and return.

         5.2.2   Out of Warranty ARMs

                 SELLER  shall  advise  BUYER of cost of repair  work  including
                 PARTS and labor,  prior to  performing  repair or incurring any
                 related  costs.   BUYER  shall  evaluate  cost  of  repair  and
                 authorize either (1) proceed with rework/repair or (2) scrap in
                 place at  SELLER's  facility  or return to BUYER,  based on the
                 following time table for return shipment of the Out of Warranty
                 ARM:

                                    Action                         Calendar Days
                                    ------                         -------------
             5.2.2.1       Assessment and Repair Cost Quote           15 days

             5.2.2.2       Directly repairable in SELLER's factory    30 days

             5.2.2.3       Repairable by a supplier to SELLER         60 days

     5.3     Warranty Obligation of ARM PARTS

             SELLER's  warranty  obligation  will be to ship,  at no  charge  to
             BUYER, an exchange  replacement within two (2) working days for any
             field  replacement  part or  subassembly  found to be  defective by
             BUYER  during  the  warranty  period.  BUYER  will  return or scrap
             defective PARTS and or subassemblies at SELLER's direction.  SELLER
             will  pay the cost of  transportation  in both  directions  for the
             defective PARTS.

     5.4     Dead On Arrival (DOA) and Infant Mortality Performance.

             Dead On Arrival (DOA) and Infant Mortality Performance and Warranty
             Coverage  ARM PARTS and  replacement  PARTS that are DOA and infant
             morality  rates for 18 months  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. If DOA and infant
             mortality  rates > 0.1%,  BUYER will obtain  labor  expense at cost
             (includes  labor,  travel and per diem  expenses)  from  SELLER.  A
             notification  of DOA in writing must reach  SELLER  within ten (10)
             working days after the date of cargo arrival at BUYER's site or, in
             case of direct  shipping  from  SELLER to a  customer,  twenty (20)
             working day at the  customer's  site.  BUYER shall advise SELLER of
             metrics used in monitoring DOA and infant mortality performance.

     5.5     Re-manufactured and Repaired Replacement PARTS Warranty

             All replacement PARTS that are  re-manufactured  and repaired shall
             have the same life expectancy as a new part.


<PAGE>


                                                                   Page 10 of 26

     5.6     BUYER Factory Repair

             In order to be responsive to customer time  constraints  for repair
             of ARMs,  BUYER  shall be  authorized  to perform  maintenance  and
             repair of in-warranty and out of warranty ARMs. BUYER is authorized
             to perform simple rework/repair of SELLER's in-warranty ARMs. BUYER
             shall  charge  SELLER  for  rework/repair  performed on in-warranty
             ARMs at U.S.  $60.00 per hour labor plus  required  spare  PARTS at
             BUYER's burdened cost. Any ARM requiring major  rework/repair shall
             be returned to SELLER, at SELLER's expense.

6        Arm Parts, Repair Service, and Maintenance

     6.1     Spare or Replacement PARTS

             All PARTS  required  for the ARMS sold to BUYER  shall be listed in
             the Spares Pricing Schedule.  Refer to Appendix #3. All spares must
             be  fully  tested  and run in to  demonstrate  compliance  with the
             applicable  Product,  Test and Quality  Specifications  provided by
             BUYER.

     6.2     Spare Stock Levels

             SELLER agrees to maintain a level of stock of spare and replacement
             PARTS which will allow to ship emergency  replacements  of any part
             within two (2) working days of notification  via FAX.  Notification
             by BUYER for emergency PARTS shipment orders may be made via FAX or
             telephone  with  only  a  BUYER  Purchase  Order  number  required.
             Emergency  shipments will be via air freight.  BUYER will define in
             the fax to whom and where to ship the part(s). BUYER will make best
             efforts to advise and  encourage  their  customers  to  maintain an
             adequate  level of  replacement  PARTS  (spares)  to support  their
             installed base of BUYER equipment.

     6.3     Part Revision Control

             SELLER  agrees to maintain  records of the revision  levels for all
             PARTS and relate the part revision  level to the serial  numbers of
             all ARMs it ships to BUYER. These records are to be sent monthly to
             BUYER  with the  latest  updates.  SELLER  shall  also  keep  BUYER
             informed at all times of cases where the most current  revisions of
             any part  cannot be used to replace a prior  revision  level of the
             same part.  When these cases  exist,  SELLER will stock  sufficient
             quantities of prior  revision level PARTS to meet any future repair
             requirements for products in the field.  Both parties shall discuss
             the update of prior revision spare PARTS in BUYER inventory,  which
             shall be returned to SELLER upon agreement.

     6.4     Re-manufactured PARTS Usage

             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.  SELLER may use either new or  remanufactured PARTS to
             replace  warranty or out-of-warranty returns. Re-manufactured PARTS
             can be used instead of repairing a returned  part for repair unless
             disallowed  by BUYER.  For this latter case,  the BUYER's  specific
             part  returned for repair must be repaired and returned if the part
             returned is judged by SELLER as repairable within:


<PAGE>

                                                                   Page 11 of 26


                                    Action                         Calendar Days
                                    ------                         -------------
         6.4.1       Assessment and Repair Cost Quote                15 days

         6.4.2       Directly repairable in SELLER's factory         30 days

         6.4.3       Repairable by a supplier to SELLER              60 days

     6.5     SELLER shall segregate all reworked or used PARTS or products from,
             the inventory of PARTS sold to BUYER for new product or spare PARTS
             sales.

     6.6     Spare Part Packaging

             All products and spare PARTS will be individually packaged and in a
             manner to prevent any  shipping  damage and allow safe  storage and
             handling  of the  individual  PARTS in the  unopened  package.  All
             products and spare or replacement PARTS must have exterior markings
             in English  clearly show  quantity,  BUYER's part number,  revision
             level,  and whether the spare part is "new" or "used"  (usable only
             for warranty and non-warranty replacement).

     6.7     Packaging Labeling

             SELLER will create packaging having external labeling that conforms
             to trade mark and marketing identification requirements established
             by BUYER.

     6.8     RGA

         6.8.1   In the event BUYER needs a used ARM to be  refurbished,  SELLER
                 will  evaluate  the used ARM upon  receipt  and submit a quote,
                 within  fifteen  (15)  calendar  Days  from  receipt,  for  the
                 refurbishment  materials  and  labor,  prior to  incurring  any
                 costs.  Upon receipt of BUYER's  authorization  to proceed with
                 the work,  via an approved  purchase  order,  SELLER  agrees to
                 repair  the ARM based on the  following  time  table for return
                 shipment of the used ARM to BUYER:


                                    Action                         Calendar Days
                                    ------                         -------------
             6.8.1.1       Assessment and Repair Cost Quote           15 days

             6.8.1.2       Directly repairable in SELLER's factory    30 days

             6.8.1.3       Repairable by a supplier to SELLER         60 days

         6.8.2   The BUYER may  alternately  request the used ARM be returned at
                 BUYER  expense or disposed  for scrap.  Any scrap value will be
                 credited  by SELLER  to  BUYER's  account  and/or,  at  BUYER's
                 request, salvageable PARTS shipped to BUYER. In the later case,
                 the paragraph  entitled  FOB,  Method of Shipment and Specified
                 Carrier, herein, shall apply.

7        Product Change Management

     7.1     Configuration Control

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


<PAGE>


                                                                   Page 12 of 26

     7.2     Product Changes

             If for any  reason  compatibility  is not  possible,  the impact to
             BUYER's  customer base must be assessed and  discussed  with BUYER.
             BUYER 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 SELLER's  or BUYER's  cost to be  determined  and agreed upon by
             both companies

     7.3     Configuration Revision Level Compatibility Matrix

             SELLER   will   supply   BUYER  a  revision   level   configuration
             compatibility matrix to BUYER's specification covering the ARMs and
             spare PARTS.

8        Obsolescence

     8.1     Support Service

             For all products sold to BUYER under this agreement,  SELLER agrees
             to support service and PARTS replacement for at least seven and 1/2
             (7.5) years after notification to BUYER of product discontinuance.

     8.2     Obsolescence Agreement

             SELLER agrees to obtain BUYER's  concurrence on the obsolescence on
             any product and/or part covered by this  agreement.  If concurrence
             can not be reached, SELLER 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

         SELLER  will   provide   assistance   in  preparing   manuscripts   and
         illustrations  for the ARM product manuals,  service  requirements,  or
         other purposes requested by BUYER. Any documentation provided by SELLER
         shall be in the form of  electronic  copy on  three  and one half  inch
         floppy disk with the format  compatible with a PC Windows 95, Microsoft
         Word,  system  software  6.0 or later,  or via Email,  as  specified by
         BUYER.

10       Inspection and Testing

     10.1    Testing

         10.1.1  SELLER agrees to test all products according to test procedures
                 and  specifications   contained  in  applicable  BUYER  Product
                 Specification,  and BUYER Test Instructions, Adept 07560-00010,
                 provided as separate  documents by BUYER.  Further,  as part of
                 the test  procedure,  SELLER  agrees to calibrate  each unit by
                 mutually   agreed  upon   procedures   which  will  be  jointly
                 developed.  Calibration  and test,  data developed  through the
                 testing process will be uploaded to the File Transfer  Protocol
                 (FTP) through BUYER's Company internet WEB Site. Any changes to
                 the documented  test  procedures or  specifications  referenced
                 above shall have BUYER'S  approval  before  being  incorporated
                 into the production process. Refer to Appendix #4.

         10.1.2  BUYER to  provide no cost  controllers  to SELLER in support of
                 SELLER's test capacity to meet BUYER delivery requirements with
                 controller spare parts to be provided by BUYER. The controllers
                 provided  for this  purpose  shall be  returned to BUYER at the
                 termination of this agreement.

     10.2    Inspection


<PAGE>


                                                                   Page 13 of 26

             BUYER shall inform SELLER of its plan on how to perform the initial
             inspection   of  SELLER's   manufacturing,   testing  and  shipping
             procedures of the ARMs at SELLER's  facility.  BUYER shall have the
             right to  periodically  inspect  SELLER's  production  process  for
             products sold to BUYER at SELLER's facility as mutually agreed upon
             with  reasonable  notice  before any visit.  BUYER shall retain the
             right to final  test and  acceptance  of any  product  before it is
             shipped from SELLER's facility.

10.3    Quality Data

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

11       Indemnity

         SELLER will defend at its  expense  any claim or suit  brought  against
         BUYER, or any BUYER customer using products originally  manufactured by
         SELLER,   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 a Country in which  BUYER does
         business.  SELLER will indemnify  BUYER and BUYER's  customers from any
         costs,  damages and fees  finally  awarded  against  BUYER in an action
         attributable  to such a claim,  including  any legal fees  incurred  by
         BUYER to defend itself. BUYER will notify SELLER for prior approval for
         such legal action.

12       Product and Business Confidentiality

         The  partnership,  product  assembly and working  relationship  between
         BUYER and  SELLER  are  mutually  considered  a  special  relationship.
         Information or disclosed knowledge may be considered by either party to
         be Company Confidential,  especially related to potential new products,
         new or  changing  product  markets  and  related  business  actions and
         conditions.  It is expected, as an integral part of the contractual and
         partnership  relationship,  that such  discussions,  or  transmitted or
         otherwise disclosed information,  should be treated as strictly Company
         Confidential  between both  parties,  their  employees  and  applicable
         suppliers.   Neither  party  shall   intentionally  or  unintentionally
         discuss,  disclose or otherwise transmit any product, product market or
         other technical or business  information with any third party,  whether
         company  or  individual,  including  marketing  or  advertising  of its
         relationship  and/or photographs of processes or products,  without the
         specific  advance  knowledge and written  consent of the other party to
         this Contract.

     12.1    Customer List Confidentiality

             Since BUYER may, at any time, direct drop ship ARMs and spare PARTS
             products from SELLER's  factory to BUYER's  customers;  SELLER will
             learn BUYER's customer base names and key contacts. SELLER will not
             disclose  to  any  outside  party  any  information  about  BUYER's
             customer  base or business.  SELLER is  prohibited  from using such
             disclosed  BUYER 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 BUYER.


<PAGE>


                                                                   Page 14 of 26

     12.2    BUYER Customer Contact and Business Competitive Restrictions

             SELLER  agrees not to use this  relationship  as a means to contact
             any BUYER  customer  without the formal prior written  agreement of
             BUYER. If the customer  relationship had been established by SELLER
             prior to the execution this business  agreement,  this  restriction
             will not apply as long as the business is not in direct competition
             of BUYER's  existing or planned future business  relationship  with
             the customer.

     12.3    Exclusivity

         12.3.1  The ARM  contracted  by BUYER to SELLER for  manufacturing  and
                 shipment  under  this  Agreement  is the  exclusive  design and
                 technology  of the BUYER and the BUYER  retains  all  rights to
                 market, sell, license and patent the design and product. SELLER
                 shall not have any rights to the product design or technologies
                 designed into the ARM product and the  marketing,  distribution
                 or otherwise sell the ARM Product.

         12.3.2  SELLER,  agrees  not to  sell  or sell  through  a third  party
                 spares,    replacement    PARTS   and   repair    services   or
                 re-manufactured  products  relative to the products supplied to
                 BUYER in competition  with BUYER to BUYER's  customers  without
                 the written consent of BUYER.

         12.3.3  Additionally,  SELLER agrees not to enter into any agreement to
                 sell a  manipulator  ARMs of the same or  similar  type,  size,
                 specification,   and  market  use  to  any  OEM   customer   or
                 integration firm for integration with any customer's  controls.
                 SELLER agrees not to interfere or inhibit  BUYER's  efforts nor
                 ability  to  market  and  sell  ARMS and ARM  PARTS  developed,
                 manufactured and delivered under this Agreement.

13       Proprietary Data

         All Product or Parts  Specifications,  Drawings,  Test Requirements and
         Instructions  or other  documents  provided  by the BUYER to SELLER and
         part  of the  relationship  under  this  Agreement  are  the  exclusive
         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 or correspondence 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 forwared or transmitted in any form to or with
         any other parties.

14       Technical Communications

         Technical  discussions  related to this Agreement and related  products
         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
         purchase order change order and SELLER order acknowledgment,  or a duly
         executed amendment to this Agreement.


<PAGE>


                                                                   Page 15 of 26

15       Assignments and Delegations

         This  Agreement  shall inure to the benefit of 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. Not withstanding the foregoing,  no such consent shall
         be required for any such  assignment  or 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.

16       Term and Termination

     16.1    InitialTerm

             The Initial Term of this Agreement  shall be thirty-six (36) months
             from and after the Effective  Date.  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,  the contesting party shall
             discuss  with  the  other  the  extension  or  expiration  of  this
             Agreement  in  good  faith  six (6)  months  prior  to the  initial
             expiration  date or next increment  extension date. If both parties
             cannot reach agreement, this Agreement will expire on said date.

     16.2    Defaults

         16.2.1  If the SELLER fails to meet the  provisions of this  Agreement,
                 including but not limited to the delivery schedule of the BUYER
                 required to satisfy its customer  demand,  the BUYER shall give
                 written  Notice of Default to the SELLER.  Upon  receipt of the
                 Notice of  Default,  the SELLER  shall have thirty (30) days to
                 cure the default, or be subject to Termination for Default.

         16.2.2  In the event of  Termination  for  Default by the  SELLER,  the
                 BUYER shall have the right to demand  compensation equal to the
                 cost of  developing  and/or  acquiring  an  alternate  means of
                 manufacturing  the ARM plus any lost  opportunity for sales and
                 profit with its customers  attributable  to the Termination for
                 Default.

     16.3    Warranty Liability After Termination

             Termination  shall not relieve SELLER of its obligations  under the
             Warranty Provisions of this Agreement in servicing products sold to
             BUYER prior to the termination of this Agreement.

     16.4    Business Failure or Inability to Perform

             In the event SELLER's  business  activities begin to decline to the
             extent that the financial  condition affects its ability to deliver
             fully compliant ARM products,  or SELLER desires not to manufacture
             and deliver ARMs or mechanical SCARA manipulator  products,  SELLER
             shall so notify  BUYER a minimum of at least 180  calendar  days in
             advance.  BUYER shall retain the right to take  whatever  action it
             deems necessary to protect its ability to deliver ARMs or ARM PARTS
             or other related  products to meet the demand  requirements  of its
             customer base or other



<PAGE>


                                                                   Page 16 of 26

             potential  customers,  including the right to take over manufacture
             of the ARMs under this  Agreement.  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 ARMs,
             in a timely manner.

17       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.

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

     18.1    Law

             This Agreement  shall be governed by and  interpreted in accordance
             with the laws of the State of California,  U.S.A.  BUYER and SELLER
             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.

     18.2    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).

19       Miscellaneous

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

     19.2    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 a 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  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 valid provision.

20       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 understandings  relative
         thereto,  if any, had between the parties hereto,  are herein merged or
         superseded.


<PAGE>


                                                                   Page 17 of 26

IN WITNESS WHEREOF,  the parties hereto have cause this Agreement to be executed
in duplicate by their respective duly authorized  representatives on the day and
year first below written and retained one copy respectively.

ADEPT TECHNOLOGY, INC                            HIRATA CORPORATION

Executed: /s/ Marcia R. Alstott                  Executed: /s/ Y. Hirata
         --------------------------                       ---------------------
Officer: MARCY ALSTOTT                           Officer: YASUNARI HIRATA
Title:   Vice President, Operations              Title:   President, CEO
On:      Jan. 20, 1999                           On:      Jan. 20, 1999
         --------------------------                       ---------------------

<PAGE>


                      Hirata / Adept Partnership Agreement
                          To Reduce Cost of Cobra 600

Based on our  discussions  during  Hirata's  visit to  Adept,  Hirata  agrees to
provide an  invoiced  cost  reduction  of seven  percent  (7%) on each Cobra 600
Robot, effective with shipments to Adept as of April 1, 2000.

Adept  Technology  graciously  accepts  Hirata's offer to reduce the cost of the
Cobra 600 Robots  toward  improving  the  marketability  of the  product to both
partners benefit.

Adept will provide a revised Step Margin Share Price Matrix to Hirata to reflect
the seven percent reduction.


Adept Technology                             Hirata Corporation
                                             Robotics Division

/s/ Marcia R. Alstott                        /s/ Izumi Akiyama
--------------------------                   ---------------------
Marcy Alstott                                Izumi Akiyama
Vice President, Operations                   Plant General Manager

Date 1/21/00                                 Date 1/21/00


<PAGE>

                      Adept / Hirata Subcontract Agreement
                     Cobra 600 Mechanical SCARA Manipulator
                                   Appendix #1
                              Product Specification

                                      ****






                                                        Product Spec Page 1 of 3

<PAGE>


                      Adept / Hirata Subcontract Agreement
                     Cobra 600 Mechanical SCARA Manipulator
                                   Appendix #1
                              Product Specification

                                      ****



                                                        Product Spec Page 2 of 3

<PAGE>


                      Adept / Hirata Subcontract Agreement
                     Cobra 600 Mechanical SCARA Manipulator
                                   Appendix #1
                              Product Specification

                                      ****



                                                        Product Spec Page 3 of 3


<PAGE>


                      Adept / Hirata Subcontract Agreement
                     Cobra 600 Mechanical SCARA Manipulator

                                  Appendix #1
Top View


                               [Graphic Goes Here]


Side View


                               [Graphic Goes Here]


<PAGE>


<TABLE>
                                                Adept / Hirata Subcontract Agreement
                                               Cobra 600 Mechanical SCARA Manipulator

                                                             Appendix #2

                                                   Step Margin Share Price Matrix
                                                       Effective July 1, 1999
<CAPTION>
<S>          <C>      <C>             <C>         <C>         <C>         <C>           <C>             <C>      <C>           <C>
     Yen to US $                                                                                                            Cost
 Exchange Rate As of                                                                                                      Reduction
PO Issued Date (Using                Base U/P                            Delta                      Payment                  thru
  the "TO" Yen Rate)   Base U/P     Converted     Delta      Delta      Sharing        Adjusted      Delta      Adjusted    Yen:$
                                      to Yen     in Yen     Sharing   Converted to     Base U/P       From      Base U/P   Devalue
                                                            (50/50)      Dollars                    Base U/P                 With
               @         US                                                US            US                                 Margin
             Yen         ($)           Yen         Yen         Yen         ($)           ($)                       Yen     Sharing
------------------------------------------------------------------------------------------------------------------------------------

                                                                                         Adept                               Shared
                                                                    ****                Payment                              Savings
                                                                                         Rate
                                                                                        -------                              -------


</TABLE>




Revised 4-21-99



<PAGE>

<TABLE>
                                                Adept / Hirata Subcontract Agreement
                                               Cobra 600 Mechanical SCARA Manipulator

                                                            Appendix #2

                                                   Step Margin Share Price Matrix
<CAPTION>
<S>          <C>      <C>             <C>         <C>         <C>         <C>           <C>             <C>      <C>           <C>
     Yen to US $                                                                                                            Cost
 Exchange Rate As of                                                                                                      Reduction
PO Issued Date (Using                Base U/P                           Delta                      Payment                  thru
  the "TO" Yen Rate)   Base U/P      Converted   Delta      Delta      Sharing        Adjusted      Delta      Adjusted     Yen:$
                                      to Yen    in Yen     Sharing   Converted to     Base U/P       From      Base U/P    Devalue
                                                           (50/50)     Dollars                      Base U/P                 With
               @         US                                               US             US                                Margin
              Yen        ($)           Yen        Yen         Yen         ($)            ($)                     Yen       Sharing
------------------------------------------------------------------------------------------------------------------------------------

                                                                    ****                 Adept                               Shared
                                                                                        Payment                              Savings
                                                                                         Rate
                                                                                        -------                              -------

</TABLE>

Revised 12-8-98

<PAGE>


                                                                   Page 22 of 26

                      Adept / Hirata Subcontract Agreement

                                  Appendix #3

                            Spares Pricing Schedule


                        To Be Finalized by Both Parties
                                      and
                         Provided Under Separate Cover


<PAGE>


                                                                   Page 23 of 26

                      Adept / Hirata Subcontract Agreement

                                  Appendix #4

                   Quality Planning & Test Data Requirements

          For the Adept Cobra 600 Mechanical SCARA Manipulator Product

                                    Outline

1    Build andtest

     1.1     Manufacturing product and process development.
     1.2     Operator and process certification
     1.3     Evidence of build and test

2    QC Inspection points

     2.1     Electrical and functional tests
     2.2     Visual inspection

3    Quality control information

     3.1     Quality defect measurement.
     3.2     Quality reporting
     3.3     FTP site data transmission

4    Supplier Quality certification

     4.1     Vendor qualification
     4.2     Evidence of Acceptance

5    Closed loop corrective action

     5.1     CAR Assignments
     5.2     CAR closeouts

6    Continuous Improvement activities

7    Other


<PAGE>


                                                                   Page 24 of 26

                      Adept / Hirata Subcontract Agreement

                                  Appendix #4

                   Quality Planning & Test Data Requirements
          For the Adept Cobra 600 Mechanical SCARA Manipulator Product

1        Build and test

         1.1      Manufacturing product and process development.

                  1.1.1    Product  performance  specifications  and  procedures
                           shall  define  the   acceptance   criteria  for  each
                           assembly and sub assembly.

                  1.1.2    Manufacturing  instructions shall define the specific
                           detail assembly step sequences and required tooling.

                  1.1.3    Manufacturing  and test  documents  shall contain the
                           required  QC  self  and   sequential   checks  to  be
                           performed  prior to releasing the sub assembly to the
                           next station.

                  1.1.4    Process  standards for workmanship shall be available
                           and used by Hirata.

                  1.1.5    All   process   specifications   shall   be   written
                           documents. Each assigned a part or process number and
                           under engineering control.

         1.2      Operator and process certification

                  1.2.1    Zero  tolerance  for Defects.  No  acceptable  defect
                           level.

                           Adept   autotest  is  the  vehicle  to  be  used  for
                           functional  test of the cobra product.  Products that
                           indicate test failure shall NOT be accepted by Hirata
                           and shipped to Adept  without  express  approval from
                           Adept purchasing.

                  1.2.2    Operators and  technicians  shall be fully trained in
                           the specifics of the manufacturing/test  instructions
                           and process requirements.

                  1.2.3    Operators  shall be  certified  as being  capable  of
                           performing the required tasks.

                  1.2.4    Station  output must be  certified as complete by the
                           station operator prior to moving to the next build or
                           test  station.  Certification  includes  evidence  of
                           acceptance stamp on material or traveler.

                  1.2.5    Units without the evidence of acceptance shall NOT be
                           accepted at the next assy or test station.

         1.3      Evidence of build and test.

                  1.3.1    Each arm  shall  exhibit  evidence  of build and test
                           acceptance.  This  acceptance can include test stamps
                           on the  product  itself or on  product  certification
                           documentation that travels with the product.


<PAGE>


                                                                   Page 25 of 26


2        QC Inspection points

         2.1      All QC check steps used to verify quality  performance  are to
                  be fully  integrated and documented  within the  manufacturing
                  process. This includes:

         2.2      Electrical or functional QC tests

                  2.2.1    Any  tests   required   during   assembly  to  verify
                           conformance to performance or other standards.

                  2.2.2    Functional tests as required and defined by the Cobra
                           test process document.

         2.3      Visual inspection

                  2.3.1    Self-inspection:    Every    process   will   include
                           inspection checks of critical steps and parameters by
                           the person performing the task.

                  2.3.2    Sequential   inspection:   Sequential  inspection  is
                           employed  to cross  verify the quality of an employee
                           or work team.  The immediate down stream process will
                           perform a check  (sample or 100%  depending  upon the
                           process) of the quality of the upstream process.  The
                           down  stream  process  will  not  proceed  until  the
                           product is accepted.

                  2.3.3    Out of Box QC visual audit:  The out of box QC visual
                           audit is a 100% non functional  inspection  performed
                           prior to shipment. This inspection shall be cover:

                  2.3.4    Product built in compliance to manufacturing and test
                           documentation and includes the appropriate acceptance
                           checklists and other evidence of acceptance.

                  2.3.5    Product cosmetic workmanship,  packaging and labeling
                           compliance.

3        Quality Control Information

         3.1      Quality defect measurement shall be accomplished in two ways:

                  3.1.1    Real time quality measurement

                           3.1.1.1  Pareto charts of defects

                           3.1.1.2  Product test performance charts

                                    This  activity  is used to prevent  defects.
                                    Trend  charts  and SPC charts  with  defined
                                    limits shall be used during the product test
                                    to monitor key assembly variables.

                  3.1.2    Historical quality performance measurement.

                           3.1.2.1  Defect Tracking

                           3.1.2.2  Yield run charts

                                    This  activity is  designed to collect  data
                                    over time.  All defects are to be documented
                                    and entered into a data base for performance
                                    measurement reports. This data will form the
                                    backbone  for quality and yield  improvement
                                    and corrective action.


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         3.2      Quality information reports shall be distributed as follows:

                  Monthly; Pareto Failures; Time to Fail;
                  Product Yield; Open Corrective Actions.

         3.3      FTP site data transmission

                           3.3.1.1  RSC  and  functional   test  data  shall  be
                                    uploaded  to the FTP site prior to  shipment
                                    of the arm to Adept.

4        Supplier Quality Certification

         4.1      All  suppliers  are held  responsible  for the  quality of the
                  materials supplied to Adept. Within this policy, the following
                  specifics apply:

                  4.1.1   Vendor qualification

                           4.1.1.1  Production  suppliers  shall be approved and
                                    in  current  use.  New  supplier  candidates
                                    shall be formally  approved  for  production
                                    prior to use.

         4.2      Evidence of Acceptance

                  4.2.1    All  custom   cables  shall  have  evidence  of  test
                           documented on each of the individual cables. Multiple
                           test requirements  (Hipot,  continuity etc.) requires
                           multiple test stamps

                  4.2.2    All  motors or other  procured  products  shall  have
                           evidence of test stamped on each item. Multiple tests
                           require multiple test stamps.

5        Closed loop corrective action

         5.1      Internal and supplier  caused  defects shall be documented and
                  processed using a closed loop corrective  action system.  This
                  system  is  designed  to  define  the   problem,   responsible
                  department and action required.

         5.2      CAR Assignments

                  5.2.1    All CAR's will be received  and  reviewed by the work
                           area manager or supervisor.  CAR assignments shall be
                           made per the following options:

                  5.2.2    Improvement team

                  5.2.3    Area manager/Supervisor assignment

         5.3      CAR closeouts

                  5.3.1    All CAR's  shall be closed  out in  writing  with the
                           appropriate   improvement   team  or   area   manager
                           signature of completion.

6        Continuous Improvement activities

         6.1      Improvement teams will be identified covering all key areas of
                  the  manufacturing  and  test  process.  The area  manager  is
                  responsible for coordinating this team activity.

         6.2      Improvement  teams and the area supervisor will be accountable
                  for  establishing  corrective  actions  for  workmanship  type
                  quality problems.