SEVERANCE AGREEMENT

                            AND RELEASE OF ALL CLAIMS

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





     This Severance Agreement and Release of All Claims (hereinafter referred to

as "the  Agreement")  is made and  entered  into by and between  Brian  Carlisle

(hereinafter  sometimes referred to as "employee"),  and Adept Technology,  Inc.

(hereinafter referred to as "Adept").



                              W I T N E S S E T H:



     WHEREAS, Employee has worked for Adept as Chief Executive Officer; and



     WHEREAS,  Adept,  at  its  sole  discretion,  and is  its  right  to do so,

terminated  Employee's  employment  effective December 5, 2003.  Employee hereby

consents, and does not challenge said termination; and



     WHEREAS,  Employee  does not have pending  against  Adept or any present or

former employee,  agent,  officer,  director,  representative,  or supervisor of

Adept (hereinafter all referred to as "Releasees") any claim,  charge, or action

in or with any federal,  state,  or local court or  administrative  agency;  and

Adept does not have pending  against  Employee any claim,  charge,  or action in

other with any federal, state, or local court or administrative agency; and



     WHEREAS,  Employee and Adept desire to allow Employee to wrap up Employee's

employment in an orderly fashion and to settle all differences between them;



     NOW,  THEREFORE,  in  consideration  of the covenants  and promises  herein

contained and other good and valuable consideration,  receipt of which is hereby

acknowledged,  and to avoid unnecessary  litigation,  it is hereby agreed by and

between the parties as follows:



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     FIRST:  This  Agreement and  compliance  with this  Agreement  shall not be

construed  as an  admission  by Adept or by any  Releasees or by Employee of any

liability  whatsoever,  or as an admission  by Adept or by any  Releasees of any

violation of the rights of Employee or any person,  or a violation of any order,

law,  statute,  duty,  or contract  whatsoever  with  respect to Employee or any

person.  Adept  specifically  disclaims  any  liability to Employee or any other

person for any alleged violation of the rights of employee or any person, or for

any alleged violation of any order, law, statute, regulation, duty, or contract.



     SECOND:  (a) Employee  understands and agrees that he has not executed this

Agreement  without  first having the right to consider it for a full  twenty-one

(21)  days from  receipt  of this  Agreement  and that he did not  execute  this

Agreement  without  first being  advised in writing to consult  with an attorney

regarding this Agreement.  Employee has indeed consulted with an attorney of his

choice.



     (b) Within  fourteen  (14) days after  Employee  delivers  to Adept a fully

signed  original copy of this  Agreement,  Adept will begin to pay to Employee a

total gross amount of $168,506.00  less  appropriate  withholdings  equaling six

months  of  Employee's  current  annual  salary.  This  amount  shall be paid in

thirteen equal  installments  on an every two week basis  beginning on the tenth

day after the Employee  signs and returns this Agreement to Adept and continuing

on an every  two week  basis  thereafter  until  employee  has been paid a total

amount of $168,506.00. Should Adept fail to make a payment under this Agreement,

this shall be considered a material breach of said Agreement.  If Adept fails to

make a payment under this Agreement  within  fourteen days of its due date, this

shall be considered a "failure to make payment." In addition, Adept shall:



               (i) Pay for Employee's current medical, dental and vision health

benefits at their current levels through February 2004. After expiration of this

period Employee shall be entitled to continue  medical and other benefits at his

own costs under the terms provided by COBRA;



{PAGE}



               (ii) Extend the expiration date of all options currently held by

employee to November 4, 2004.



               (iii)  Immediately  accelerate  the  vesting on all options as to

which was  originally  scheduled  to vest  through  November 4, 2004.  This will

include the full vesting with respect to the 150,000  shares granted on November

4, 2003 which was  originally  scheduled  to be fully  vested as of  November 4,

2004.



               (iv)  Shall name  Employee  as an  insured  on its  Officers  and

Directors  liability  policy for a period of three years following the execution

of this agreement.



               (v) Allow  Employee to keep his computer that was provided to him

by  Adept  during  his   employment,   including  all  installed   software  and

accessories, to the extent that they do not contain proprietary and confidential

trade secrets of Adept.  Such  confidential  and proprietary  information  shall

either be  returned  to Adept  and  deleted  and  destroyed  from the  computer.

Moreover,  Employee agrees that he shall destroy or return any and all copies or

replicas of such confidential and proprietary information. With the exception of

such  confidential and proprietary  information,  this computer shall become the

property of Employee upon the execution of this Agreement.



               (vi) Allow Employee to keep the screen projector  provided to him

by Adept  during his  employment  The  projector  shall  become the  property of

Employee upon the execution of this Agreement.



     Employee  agrees that the foregoing  monies and other  consideration  shall

constitute the entire amount of monetary and other consideration provided to him

under  this  Agreement  and that he will not seek any  further  compensation  or

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