Silicon Valley Bank

                           Loan and Security Agreement



Borrower:  Adept Technology, Inc.

Address:   3011 Triad Drive

           Livermore, CA  94551



Date:      April 22, 2004



THIS LOAN AND  SECURITY  AGREEMENT  is entered  into on the above  date  between

SILICON  VALLEY BANK  ("Silicon"),  whose  address is 3003 Tasman  Drive,  Santa

Clara,  California 95054 and the borrower(s) named above (jointly and severally,

the  "Borrower"),  whose chief executive  office is located at the above address

("Borrower's  Address").  The Schedule to this Agreement (the "Schedule")  shall

for all  purposes be deemed to be a part of this  Agreement,  and the same is an

integral  part of this  Agreement.  (Definitions  of certain  terms used in this

Agreement are set forth in Section 8 below.)*



*As set forth in the  Amendment to Loan  Documents of even date between  Silicon

and the Borrower,  this Loan  Agreement  amends and restates in its entirety the

Accounts  Receivable Purchase Agreement dated March 20, 2003 between Silicon and

Borrower.



1.   LOANS.



     1.1 Loans.  Silicon  will make loans to  Borrower  (the  "Loans") up to the

amounts (the "Credit Limit") shown on the Schedule, provided no Default or Event

of Default has occurred and is continuing,  and subject to deduction of Reserves

for accrued  interest and such other  Reserves as Silicon deems proper from time

to time in its good faith business judgment.



     1.2  Interest.  All Loans and all other  monetary  Obligations  shall  bear

interest at the rate shown on the Schedule,  except where expressly set forth to

the contrary in this Agreement.  Interest shall be payable monthly,  on the last

day of  the  month.  Interest  may,  in  Silicon's  discretion,  be  charged  to

Borrower's loan account, and the same shall thereafter bear interest at the same

rate as the other Loans.  Silicon  may, in its  discretion,  charge  interest to

Borrower's Deposit Accounts maintained with Silicon. Regardless of the amount of

Obligations  that may be  outstanding  from  time to time,  Borrower  shall  pay

Silicon minimum monthly interest during the term of this Agreement in the amount

set forth on the Schedule (the "Minimum Monthly Interest").



     1.3  Overadvances.  If at any  time  or for any  reason  the  total  of all

outstanding  Loans and all other monetary  Obligations  exceeds the Credit Limit

(an  "Overadvance"),  Borrower shall immediately pay the amount of the excess to

Silicon,  without notice or demand.  Without limiting  Borrower's  obligation to

repay to Silicon the amount of any  Overadvance,  Borrower agrees to pay Silicon

interest on the outstanding amount of any Overadvance, on demand, at the Default

Rate.



     1.4 Fees. Borrower shall pay Silicon the fees shown on the Schedule,  which

are in addition to all  interest  and other sums  payable to Silicon and are not

refundable.



     1.5 Loan  Requests.  To obtain a Loan,  Borrower  shall  make a request  to

Silicon by facsimile or telephone.  Loan requests received after 12:00 Noon will

not be considered  by Silicon  until the next Business Day.  Silicon may rely on

any telephone  request for a Loan given by a person whom Silicon  believes is an

authorized  representative of Borrower,  and Borrower will indemnify Silicon for

any loss Silicon suffers as a result of that reliance.



     1.6 Letters of Credit. [Not Applicable].



2.  SECURITY  INTEREST.  To secure the  payment  and  performance  of all of the

Obligations when due,  Borrower hereby grants to Silicon a security  interest in

all of the following  (collectively,  the  "Collateral"):  all right,  title and

interest  of  Borrower  in and to all of the  following,  whether  now  owned or

hereafter arising or acquired and wherever located: all Accounts; all Inventory;

all Equipment;  all Deposit Accounts; all General Intangibles (including without

limitation  all  Intellectual  Property);  all  Investment  Property;  all Other

Property;  and any and all claims, rights and interests in any of the above, and

all  guaranties  and security for any of the above,  and all  substitutions  and

replacements  for,  additions,   accessions,   attachments,   accessories,   and



                                      -1-

{PAGE}

     Silicon Valley Bank                             Loan and Security Agreement

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



improvements  to, and proceeds  (including  proceeds of any insurance  policies,

proceeds of proceeds and claims  against  third  parties) of, any and all of the

above, and all Borrower's books relating to any and all of the above.



3.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.



     In order to induce  Silicon to enter into this Agreement and to make Loans,

Borrower  represents and warrants to Silicon as follows,  and Borrower covenants

that the following  representations  will continue to be true, and that Borrower

will at all times comply with all of the  following  covenants,  throughout  the

term of this Agreement and until all Obligations have been paid and performed in

full:



     3.1 Corporate Existence and Authority. Borrower is and will continue to be,

duly  organized,  validly  existing and in good  standing  under the laws of the

jurisdiction of its incorporation. Borrower is and will continue to be qualified

and licensed to do business in all  jurisdictions  in which any failure to do so

would  result  in  a  Material  Adverse  Change.  The  execution,  delivery  and

performance by Borrower of this Agreement,  and all other documents contemplated

hereby (i) have been duly and validly  authorized,  (ii) are enforceable against

Borrower in accordance with their terms (except as enforcement may be limited by

equitable principles and by bankruptcy, insolvency,  reorganization,  moratorium

or similar  laws  relating to  creditors'  rights  generally),  and (iii) do not

violate  Borrower's  articles or  certificate  of  incorporation,  or Borrower's

by-laws,  or any law or any material  agreement or  instrument  which is binding

upon  Borrower  or  its  property,  and  (iv)  do  not  constitute  grounds  for

acceleration of any material  indebtedness or obligation  under any agreement or

instrument which is binding upon Borrower or its property.



     3.2 Name;  Trade  Names and Styles.  The name of Borrower  set forth in the

heading to this Agreement is its correct name. Listed in the Representations are

all prior names of Borrower and all of Borrower's present and prior trade names.

Borrower  shall give Silicon 30 days' prior written  notice before  changing its

name or doing business under any other name. Borrower has complied,  and will in

the future  comply,  in all  material  respects,  with all laws  relating to the

conduct of business under a fictitious  business name,  except where the failure

to so comply would not  reasonably  be expected to result in a Material  Adverse

Change.



     3.3 Place of Business; Location of Collateral. The address set forth in the

heading to this Agreement is Borrower's  chief  executive  office.  In addition,

Borrower has places of business and  Collateral is located only at the locations

set forth in the  Representations.  Borrower  will give Silicon at least 30 days

prior written notice before opening any additional  place of business,  changing

its chief executive  office, or moving any of the Collateral to a location other

than   Borrower's   Address   or  one  of  the   locations   set  forth  in  the

Representations, except that Borrower may maintain sales offices in the ordinary

course of business at which not more than a total of $200,000  fair market value

of Equipment is located.



     3.4 Title to Collateral; Perfection; Permitted Liens.



          (a)  Borrower is now, and will at all times in the future be, the sole

owner of all the  Collateral,  except for items of Equipment which are leased to

Borrower.  The  Collateral  now is and will remain free and clear of any and all

liens, charges, security interests,  encumbrances and adverse claims, except for

Permitted  Liens.  Silicon now has, and will continue to have, a  first-priority

perfected and enforceable  security  interest in all of the Collateral,  subject

only to the Permitted  Liens,  and Borrower will at all times defend Silicon and

the Collateral against all claims of others.



          (b) Borrower has set forth in the  Representations  all of  Borrower's

Deposit  Accounts,  and Borrower  will give Silicon five  Business  Days advance

written notice before  establishing  any new Deposit Accounts and will cause the

institution  where any such new  Deposit  Account is  maintained  to execute and

deliver to Silicon a control  agreement in form sufficient to perfect  Silicon's

security  interest in the Deposit Account and otherwise  satisfactory to Silicon

in its good faith  business  judgment.  Nothing  herein limits any  requirements

which may be set forth in the  Schedule  as to where  Deposit  Accounts  will be

maintained.



          (c) In the event that Borrower shall at any time after the date hereof

have any commercial tort claims against others, which it is asserting or intends

to assert, and in which the potential recovery exceeds $100,000,  Borrower shall

promptly  notify  Silicon  thereof  in writing  and  provide  Silicon  with such

information  regarding the same as Silicon shall request (unless  providing such

information  would  waive  the  Borrower's  attorney-client   privilege).   Such

notification to Silicon shall  constitute a grant of a security  interest in the

commercial  tort claim and all proceeds  thereof to Silicon,  and Borrower shall

execute  and  deliver all such  documents  and take all such  actions as Silicon

shall request in connection therewith.



          (d)  None of the  Collateral  now is or will be  affixed  to any  real

property in such a manner, or with such intent, as to become a fixture. Borrower

is not and will not become a lessee under any real  property  lease  pursuant to

which the lessor may  obtain  any  rights in any of the  Collateral  and no such

lease now prohibits,  restrains,  impairs or will  prohibit,  restrain or impair

Borrower's right to remove any Collateral from the leased premises. Whenever any

Collateral  is located  upon  premises in which any third party has an interest,





                                      -2-

{PAGE}

     Silicon Valley Bank                             Loan and Security Agreement

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



Borrower  shall,  whenever  requested by Silicon,  use its best efforts to cause

such third  party to execute  and  deliver to  Silicon,  in form  acceptable  to

Silicon,  such waivers and  subordinations  as Silicon shall specify in its good

faith business  judgment.  Borrower will keep in full force and effect, and will

comply with all material  terms of, any lease of real property  where any of the

Collateral now or in the future may be located.



     3.5  Maintenance  of  Collateral.  Borrower will maintain the Collateral in

good working condition (ordinary wear and tear excepted),  and Borrower will not

use the Collateral for any unlawful  purpose.  Borrower will immediately  advise

Silicon in writing of any material loss or damage to the Collateral.



     3.6 Books  and  Records.  Borrower  has  maintained  and will  maintain  at

Borrower's  Address  complete and  accurate  books and  records,  comprising  an

accounting system in accordance with GAAP.



     3.7 Financial  Condition,  Statements and Reports. All financial statements

now or in the future  delivered to Silicon have been,  and will be,  prepared in

conformity  with GAAP and now and in the future will fairly  present the results

of operations and financial  condition of Borrower,  in accordance with GAAP, at

the times and for the periods therein  stated.  Between the last date covered by

any such  statement  provided to Silicon and the date hereof,  there has been no

Material Adverse Change.



     3.8 Tax Returns and Payments;  Pension  Contributions.  Borrower has timely

filed, and will timely file, all required tax returns and reports,  and Borrower

has timely  paid,  and will timely pay, all  foreign,  federal,  state and local

taxes,  assessments,  deposits  and  contributions  now or in the future owed by

Borrower.  Borrower may, however, defer payment of any contested taxes, provided

that Borrower (i) in good faith contests Borrower's  obligation to pay the taxes

by appropriate  proceedings  promptly and  diligently  instituted and conducted,

(ii)  notifies  Silicon  in  writing of the  commencement  of, and any  material

development in, the proceedings,  and (iii) posts bonds or takes any other steps

required  to keep the  contested  taxes  from  becoming  a lien  upon any of the

Collateral. Borrower is unaware of any claims or adjustments proposed for any of

Borrower's  prior tax years which could result in additional  taxes becoming due

and  payable by  Borrower.  Borrower  has paid,  and shall  continue  to pay all

amounts  necessary to fund all present and future  pension,  profit  sharing and

deferred compensation plans in accordance with their terms, and Borrower has not

and  will not  withdraw  from  participation  in,  permit  partial  or  complete

termination of, or permit the occurrence of any other event with respect to, any

such plan which  could  reasonably  be expected  to result in any  liability  of

Borrower, including any liability to the Pension Benefit Guaranty Corporation or

its successors or any other governmental agency.



     3.9  Compliance  with  Law.  Borrower  has,  to the best of its  knowledge,

complied, and will comply, in all material respects,  with all provisions of all

foreign,  federal,  state and local laws and regulations applicable to Borrower,

including, but not limited to, those relating to Borrower's ownership of real or

personal  property,  the conduct and licensing of Borrower's  business,  and all

environmental matters.



     3.10  Litigation.  There  is no  claim,  suit,  litigation,  proceeding  or

investigation pending or (to best of Borrower's knowledge) threatened against or

affecting Borrower in any court or before any governmental  agency (or any basis

therefor known to Borrower) which could reasonably be expected to result, either

separately or in the aggregate,  in any Material  Adverse Change.  Borrower will

promptly  inform  Silicon in writing of any  claim,  proceeding,  litigation  or

investigation in the future threatened or instituted  against Borrower involving

any single  claim of  $100,000  or more,  or  involving  $250,000 or more in the

aggregate.



     3.11 Use of  Proceeds.  All  proceeds of all Loans shall be used solely for

lawful  business  purposes.  Borrower is not  purchasing or carrying any "margin

stock" (as  defined in  Regulation  U of the Board of  Governors  of the Federal

Reserve System) and no part of the proceeds of any Loan will be used to purchase

or carry any  "margin  stock" or to extend  credit to others for the  purpose of

purchasing or carrying any "margin stock."



4.  Accounts.



     4.1 Representations Relating to Accounts.  Borrower represents and warrants

to Silicon as follows: Each Account with respect to which Loans are requested by

Borrower  shall,  on the date each Loan is requested and made,  (i) represent an

undisputed  bona fide existing  unconditional  obligation of the Account  Debtor

created by the sale,  delivery,  and  acceptance  of goods or the  rendition  of

services,  or the  non-exclusive  licensing  of  Intellectual  Property,  in the

ordinary course of Borrower's  business,  and (ii) meet the Minimum  Eligibility

Requirements set forth in Section 8 below.



     4.2  Representations  Relating to Documents and Legal Compliance.  Borrower

represents  and  warrants to Silicon as  follows:  All  statements  made and all

unpaid  balances  appearing in all  invoices,  instruments  and other  documents

evidencing the Accounts are and shall be true and correct and all such invoices,

instruments and other documents and all of Borrower's  books and records are and

shall be  genuine  and in all  respects  what they  purport to be. All sales and

other transactions underlying or giving rise to each Account shall comply in all

material   respects  with  all  applicable  laws  and  governmental   rules  and

regulations.   To  the  best  of  Borrower's   knowledge,   all  signatures  and

endorsements  on  all  documents,   instruments,  and agreements relating to all

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC