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                                                                 Exhibit 10.10**

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**CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

                   Third Amendment to Note Purchase Agreements

     This Third Amendment, dated as of July 28, 2003, to the separate Note
Purchase Agreements, each dated as of April 30, 2001, is by and among Flow
International Corporation, a Washington corporation (the "Company"), John
Hancock Life Insurance Company, John Hancock Variable Life Insurance Company,
Signature 4 Limited and Signature 5 L.P. (collectively, the "Noteholders").
Capitalized terms used herein without definition shall have the meanings set
forth in the Note Purchase Agreements referred to below (including as amended
hereby).

                                    Recitals:

     A. The Company and the Noteholders have heretofore entered into the
separate Note Purchase Agreements, each dated as of April 30, 2001, as amended
by the First Amendment to Note Purchase Agreements dated as of December 14, 2001
and the Second Amendment to Note Purchase Agreements (the "Second Amendment")
dated as of September 16, 2002 (as amended, the "Note Purchase Agreements"),
under and pursuant to which there are outstanding (a) the Company's 13% Senior
Subordinated Notes, due April 30, 2008, in the aggregate principal amount of
$35,000,000 (the "Notes") and (b) certain Warrants to purchase common stock of
the Company (the "Warrants"). Pursuant to the terms of the Second Amendment, the
Notes currently bear interest at the rate of 15% per annum, and the Default Rate
applicable to overdue payments in respect of the Notes is 17% per annum.

     B. The Company has advised the Noteholders that Events of Default have
occurred and are continuing under (a) Section 12(c) of the Note Purchase
Agreements as a result of the Company's failure to comply with the terms of
Sections 9.6 through 9.9 of the Note Purchase Agreements and (b) Section 12(b)
of the Note Purchase Agreements as a result of the Company's failure to make the
scheduled semi-annual interest payment under the Notes due on April 30, 2003
(the "Existing Defaults").

     C. The Company and the Noteholders now desire to amend the Note Purchase
Agreements and the Notes in the respects, but only in the respects, hereinafter
set forth.

     Now, THEREFORE, the Company and the Noteholders, for good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, do
hereby agree as follows:

Section 1. Amendments.

     Section 1.1. Quarterly and Annual Financial Statements. Section 7.1(a) and
Section 7.1(b) of the Note Purchase Agreements shall be amended and restated in
their entirety to read as follows:

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               "(a) Quarterly Statements -- within 45 days after the end of each
          quarterly fiscal period in each fiscal year of the Company (other than
          the last quarterly fiscal period of each such fiscal year), duplicate
          copies of:

                    (i) a consolidated and consolidating balance sheet of the
               Company and its Subsidiaries as at the end of such quarter, and

                    (ii) consolidated and consolidating statements of income and
               consolidated changes in shareholders' equity and cash flows of
               the Company and its Subsidiaries for such quarter and (in the
               case of the second and third quarters) for the portion of the
               fiscal year ending with such quarter,

          setting forth in each case in comparative form the figures for the
          corresponding periods in the previous fiscal year, all in reasonable
          detail, prepared in accordance with GAAP applicable to quarterly
          financial statements generally, and certified by a Senior Financial
          Officer as fairly presenting, in all material respects, the financial
          position of the companies being reported on and their results of
          operations and cash flows, subject to changes resulting from year-end
          adjustments, provided that delivery within the time period specified
          above of copies of the Company's Quarterly Report on Form 10-Q
          prepared in compliance with the requirements therefor and filed with
          the Securities and Exchange Commission shall be deemed to satisfy the
          requirements of this Section 7.1(a);

               (b) Annual Statements -- within 90 days after the end of each
          fiscal year of the Company, duplicate copies of:

                    (i) a consolidated and consolidating balance sheet of the
               Company and its Subsidiaries, as at the end of such year, and

                    (ii) consolidated and consolidating statements of income and
               consolidated changes in shareholders' equity and cash flows of
               the Company and its Subsidiaries, for such year,

          setting forth in each case in comparative form the figures for the
          previous fiscal year, all in reasonable detail, prepared in accordance
          with GAAP, and accompanied by an opinion thereon of independent
          certified public accountants of recognized national standing, which
          opinion (x) shall state that such financial statements present fairly,
          in all material respects, the financial position of the companies
          being reported upon and their results of operations and cash flows and
          have been prepared in conformity with GAAP, (y) shall state that the
          examination of such accountants in connection with such financial
          statements has been made in accordance with generally accepted
          auditing standards, and that such audit provides a reasonable basis
          for such opinion in the circumstances, and (z) shall not be qualified
          by reason of restricted or limited examination of any material portion
          of the records of the Company or any Subsidiary and shall contain no

                                      -2-

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          disclaimer of opinion or adverse opinion except such as the Required
          Holders in their sole discretion determine to be immaterial, provided
          that the delivery within the time period specified above of the
          Company's Annual Report on Form 10-K for such fiscal year (together
          with the Company's annual report to shareholders, if any, prepared
          pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance
          with the requirements therefor and filed with the Securities and
          Exchange Commission, together with the accountant's certificate
          described in clause (B) above, shall be deemed to satisfy the
          requirements of this Section 7.1(b);"

     Section 1.2. Monthly Statements. Section 7.1 of the Note Purchase
Agreements shall be further amended by deleting the "." at the end of paragraph
(i) and by inserting in lieu thereof ";" and by adding after paragraph (i) new
paragraphs (j) and (k) to read as follows:

               "(j) Monthly Statements -- as soon as available and in any event
          within 15 days after the end of each calendar month, monthly updates
          of (i) consolidated revenues (excluding percentage of completion
          revenues which are calculated only at quarter-end), (ii) consolidated
          gross margins and operating income (excluding revenues and expenses
          associated with percentage of completion sales which are calculated
          only at quarter-end), (iii) consolidated domestic and consolidated
          foreign balances for, in each case, cash accounts receivable,
          inventory and accounts payable (excluding unbilled revenues which are
          calculated only at quarter-end), (iv) summary of domestic consolidated
          customer deposits and other prepayments, (v) 13-week rolling cash flow
          forecast and (vi) month-end cash balances; and

               (k) Annual Financial Projections -- as soon as available, but not
          later than thirty (30) days before the beginning of each fiscal year,
          a copy of the Company's annual financial projections."

     Section 1.3. Financial Covenants. Sections 9.6 through 9.9 of the Note
Purchase Agreements shall be deleted in their entirety and replaced with the
following:

               "Section 9.6. EBITDA. As of the end of each period indicated
          below, the Company shall maintain, on a consolidated and domestic
          (U.S.) basis, an EBITDA of at least (or in the case of (losses), not
          to exceed) the amount set opposite such period, except as otherwise
          provided in the Restructure Agreement:

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               (a) Quarterly Basis.

          For fiscal quarter
               ending:          Consolidated     Domestic
          -------------------   ------------   ------------
          July 31, 2003          ($4,728,000)   ($4,073,000)
          October 31, 2003         ($901,000)   ($1,052,000)
          January 31, 2004      $    963,000      ($864,000)
          April 30, 2004        $  3,484,000   $     61,000
          July 31, 2004         $    784,000   $     61,000
          Each fiscal quarter   $    784,000   $     61,000
             thereafter

               (b) Cumulative Basis.

               Period from
             May 1, 2003 to:      Consolidated    Domestic
          ---------------------   ------------   -----------
          July 31, 2003            ($4,728,000)  ($4,073,000)
          October 31, 2003         ($5,630,000)  ($5,125,000)
          January 31, 2004         ($3,166,000)  ($4,489,000)
          April 30, 2004          $  2,317,000   ($2,428,000)
          July 31, 2004           $  5,101,000     ($367,000)
          Each period of four     $  5,101,000     ($367,000)
          fiscal quarters ended
             thereafter

               Section 9.7. Minimum Collateral Requirements. As of each date
          indicated below, the Company shall maintain domestic (U.S.) accounts

                                      -4-

<PAGE>

          receivable and inventory which value equals the amount set opposite
          such date, except as otherwise provided in the Restructure Agreement:

          Measurement Date
          ----------------
          July 31, 2003                           $31,400,000
          October 31, 2003                        $35,200,000
          January 31, 2004                        $29,200,000
          March 31, 2004                          $24,900,000
          April 30, 2004 and as the last day of   $24,800,000
             every month thereafter

               Section 9.8. Financial Restructuring. On or before the following
          dates, the Company shall deliver the following to the Noteholders:

               (a) September 30, 2003: a certified copy of the resolution or
          unanimous consent of the Company's board of directors detailing the
          Company's refinancing or restructuring strategy for the obligations
          outstanding under the Senior Credit Agreement, the Notes and the other
          Note Documents;

               (b) October 31, 2003: list of qualified financial institutions
          chosen by the Company for such refinancing or restructuring; and

               (c) November 30, 2003: memorandum concerning the Company's long
          term business plan and proposed terms for such refinancing or
          restructuring.

               Section 9.9. Additional Goals. The Company will take all
          reasonable efforts to achieve the following goals towards implementing
          monthly financial reporting on or before the following dates:

               (a) August 31, 2003: hire a Chief Financial Officer for the
          Company;

               (b) September 30, 2003: convert Flow Japan Corporation to J.D.
          Edwards Financial System;

               (c) August 1, 2003: initiate the conversion of Flow Robotics to
          J.D. Edwards Financial System;

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               (d) November 30, 2003: complete the conversion of Flow Robotics
          to J.D. Edwards Financial System;

               (e) February 28, 2004: convert FAC to J.D. Edwards Financial
          System;

               (f) February 28, 2004: adopt a uniform chart of accounts across
          all Subsidiaries;

               (g) March 31, 2004: execute monthly close on J.D. Edwards
          Financial System for all Subsidiaries except for CIS Acquisition Corp.
          and Flow South America;

               (h) March 31, 2004: within 15 days of month's end, provide the
          Noteholders with consolidated and consolidating monthly financial
          reports for the Company and all Subsidiaries, including EBITDA
          calculations on a monthly basis going forward; and

               (i) April 30, 2004: execute quarterly close on J.D. Edwards
          Financial System for all Subsidiaries except for CIS Acquisition Corp.
          and Flow South America."

     Section 1.4. Additional Affirmative Covenants. New Sections 9.13 and 9.14
are hereby added to the Note Purchase Agreements to read as follows:

               "Section 9.13. Additional Guaranties and Collateral. On or before
          September 30, 2003, the Company shall deliver the following to the
          Noteholders:

               (a) the Noteholders shall have received evidence of the
          Noteholders' perfected second priority lien in all of FAC, FEMG and
          FEG's assets as listed on Schedule 9.13, or in such portion of such
          property as shall correspond to the first priority lien being
          substantially concurrently granted to the Senior Lenders;

               (b) the Noteholders shall have received evidence that notices of
          the Noteholders' security interest in all registered patents and
          trademarks and applications for patents and trademarks that the
          Noteholders have taken a security interest in of the Company, FAC,
          FEMG and FEG shall have been filed with the applicable Governmental
          Authority;

               (c) the Noteholders shall have received such other evidence as
          they may deem necessary or appropriate that all documents executed
          and/or delivered and all actions taken

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<PAGE>

          pursuant to clauses (a) and (b) above have been duly authorized and
          are legally effective, binding and enforceable;

               (d) the Noteholders shall have received (i) a second priority
          deed of trust granting the Noteholders a security interest in the
          Company's leasehold interest on property located at 23500 - 64th
          Avenue South, Kent, Washington, and (ii) a landlord consent to such
          deed of trust, each in form acceptable to the Noteholders; and

               (e) the Company and the Guarantors shall have provided such
          additional information concerning their real and personal property and
          assets as the Noteholders may request, including a certification by a
          Senior Officer of the Company of all guaranties and collateral granted
          to the Senior Lenders and true, correct and complete copies of all
          documentation relating thereto.

               Section 9.14. Certain Payments. (a) On or before July 29, 2003,
          the Noteholders shall have received such evidence as they shall
          require in order to confirm initiation of the payments made by the
          Company to the Noteholders aggregating not less than $1,000,000. On or
          before August 1, 2003, the Noteholders shall have received such
          evidence as they shall require in order to confirm receipt of such
          payments. Such payments shall be applied by the Noteholders to the
          interest payment due in respect of the Notes on April 30, 2003.

               (b) On August 2, 2004, the Company shall pay in cash to the
          Noteholders an aggregate amount equal to (i) $2,000,000, less (ii)
          payments, if any (excluding the payments referred to in Section
          9.14(a)), made by the Company to the Noteholders on or after the Third
          Amendment Effective Date, it being understood that payments described
          in this subclause (ii) are subject to Section 7.15 of the Senior
          Credit Agreement as in effect on the Third Amendment Effective Date.

               Section 9.15. Additional Financial Covenants. On and after August
          2, 2004:

               (a) As of the end of each fiscal quarter ending after August 2,
          2004, the Company shall maintain, on a consolidated basis, a Fixed
          Charge Coverage Ratio of at least 1.25 to 1. 'Fixed Charge Coverage
          Ratio' shall mean the quotient obtained by dividing (i) the sum of
          Cash Flow for the period of four consecutive fiscal quarters then
          ended by (ii) the sum of Fixed Charges payable in such period. 'Cash
          Flow' shall mean the Company's net income after taxes, plus interest
          expense, depreciation and amortization, less the aggregate amount of
          any

                                      -7-

<PAGE>

          dividend issued. 'Fixed Charges' shall mean the Company's interest
          expense, plus any portion of the Company's long-term debt which will
          be due within 12 months from the date of determination.

               (b) As of the end of each fiscal quarter ending after August 2,
          2004, the Company shall maintain, on a consolidated basis, a Funded
          Debt Ratio of not more than 5.00 to 1. 'Funded Debt Ratio' shall mean
          as of the end of any fiscal quarter, the quotient obtained by dividing
          (a) Funded Debt as of the end of such fiscal quarter by (b) the EBITDA
          for such quarter and the three immediately preceding fiscal quarters,
          plus, in the event that the Company has acquired any Subsidiaries
          during such fiscal quarter or during the immediately preceding three
          fiscal quarters, the EBITDA of such Subsidiaries from the first day of
          the immediately preceding three fiscal quarters through the date of
          acquisition of each Subsidiary.

               (c) As of the end of each fiscal quarter ending after August 2,
          2004, the Company shall maintain, on a consolidated basis, a Senior
          Funded Debt Ratio of not more 3.50 to 1. As used herein, 'Senior
          Funded Debt Ratio' shall mean, as of the end of any fiscal quarter,
          the quotient obtained by dividing (A) Senior Funded Debt as of the end
          of such fiscal quarter by (B) the EBITDA for such quarter and the
          three immediately preceding fiscal quarters, plus, in the event that
          the Company has acquired any Subsidiaries during such fiscal quarter
          or during the immediately preceding three fiscal quarters, the EBITDA
          of such Subsidiaries from the first day of the immediately preceding
          three fiscal quarters through the date of acquisition of each
          Subsidiary."

     Section 1.5. Negative Covenants. Sections 10.1 through 10.8 are hereby
amended and restated in their entirety to read as follows:

               "Section 10.1. Transactions With Affiliates. The Company will not
          and will not permit any Subsidiary to enter into directly or
          indirectly any transaction (including without limitation the purchase,
          lease, sale or exchange of properties of any kind or the rendering of
          any service) with any Affiliate (other than the Company or another
          Subsidiary), except in the ordinary course and pursuant to the
          reasonable requirements of the Company's or such Subsidiary's business
          and upon fair and reasonable terms no less favorable to the Company or
          such Subsidiary than would be obtainable in a comparable arm's-length
          transaction with a Person not an Affiliate. Notwithstanding the
          foregoing, the Company shall not, nor shall it allow any Subsidiary
          to, directly or indirectly, to transfer cash to the Company or any
          Affiliate, except (a) the sale of inventory in the ordinary

                                      -8-

<PAGE>

          course of business in accordance with the Company's existing
          intercompany transactions and transfer pricing policy in effect on
          July 28, 2003, (b) cash transfers from Foreign Subsidiaries to the
          Company for the sole and immediate purpose of satisfying the Company's
          obligations under the Senior Credit Agreement, evidenced by promissory
          notes at fair market value, (c) payments by the Company to such
          Foreign Subsidiary in accordance with the terms of the promissory
          notes referred to in subclause (b) and (d) dividends from Foreign
          Subsidiaries to the Company in connection with (x) the payment to the
          Senior Lenders referred to in Section 2.4 of the Senior Credit
          Agreement as in effect on the Third Amendment Effective Date and (y)
          the payment to the Noteholders pursuant to Section 9.14.

               Section 10.2. Dividends, Purchase of Stock, Etc. The Company
          shall not, and shall cause each Subsidiary to not, (a) declare or pay
          any dividend (except dividends payable in capital stock) on any shares
          of any class of its capital stock or (b) apply any assets to the
          redemption or other retirement of, or set aside any sum for the
          payment of any dividends on or for the purchase, redemption or other
          retirement of, or make any other distribution by reduction of capital
          or otherwise in respect of, shares of any class of capital stock of
          the Company; provided, however, Flow Autoclave Corporation, which is
          50% owned by the Company, is excluded from this restriction until the
          date on which the Company owns more than 50% of such company, and
          provided, further, dividends from Foreign Subsidiaries to the Company
          in connection with (x) the payment to the Senior Lenders referred to
          in Section 2.4 of the Senior Credit Agreement as in effect on the
          Third Amendment Effective Date and (y) the payment to the Noteholders
          pursuant to Section 9.14 are hereby excluded from this restriction.

               Section 10.3. Liquidation, Merger, Sale of Assets. (a) Neither
          the Company nor any Subsidiary shall liquidate, dissolve or enter into
          any consolidation, joint venture, partnership or other combination or
          sell, lease, or dispose of (including transfers to any Subsidiary that
          has not executed a guaranty and security agreement pursuant to
          Sections 9.10 and 9.11(c) or is not a Foreign Guarantor) all or any
          substantial portion of its business or assets or of any Collateral
          (excepting sales of goods in the ordinary course of business).
          Notwithstanding the foregoing, the Company may proceed with the
          Restructure Event pursuant to the Restructure Agreement. Neither the
          Company nor any Guarantor shall merge with any other Person.

               (b) The Company will not sell, transfer or otherwise dispose of
          any Subsidiary Stock of a Subsidiary (except to qualify directors) or
          any Indebtedness of any Subsidiary, and will not permit any Subsidiary
          to sell, transfer or otherwise dispose of any Subsidiary Stock or
          Indebtedness of

                                      -9-

<PAGE>

          any Subsidiary (other than to the Company or a Wholly-owned
          Subsidiary).

               (c) The Company will not permit any Subsidiary to issue any
          Subsidiary Stock to any Person other than the Company or a
          Wholly-owned Subsidiary except (i) to qualify directors or (ii) in
          connection with an issuance of Subsidiary Stock whereby the Company or
          such Subsidiary maintains its same proportionate interest in such
          Subsidiary.

               Section 10.4. Indebtedness and Senior Debt. (a) Neither the
          Company nor any Subsidiary shall create, incur or become liable for
          any Indebtedness except:

                    (i) Indebtedness incurred under this Agreement, the Other
               Agreements, the Notes and the Subsidiary Guaranty;

                    (ii) Indebtedness existing on the date of Closing as
               described in Schedule 5.15;

                    (iii) Senior Debt incurred pursuant to the Senior Credit
               Agreement after the Third Amendment Effective Date (including
               Guaranties of Subsidiaries delivered in connection therewith from
               time to time); provided that, at the time such Senior Debt is
               incurred and after giving effect thereto ad to the application of
               the proceeds thereof, no Default or Event of Default shall exist;

                    (iv) current accounts payable or accrued or other current
               liabilities incurred by the Company or a Subsidiary in the
               ordinary course of business;

                    (v) Indebtedness for the deferred purchase price, or for
               obligations under leases, of real and personal property used by
               the Company or a Subsidiary in its business (excluding financing
               or synthetic leases);

                    (vi) Subordinated Debt of the Company;

                    (vii) Indebtedness of the Company owing to Foreign
               Subsidiaries arising from intercompany loans made by such Foreign
               Subsidiaries to the Company for the sole and immediate purpose of
               making payments to the Senior Lenders under the Senior Credit
               Agreement.

               (b) In addition to the requirements of Section 10.4(a), the
          Company shall not at any time permit the aggregate amount of Senior
          Debt outstanding under the Senior Credit Agreement to exceed
          $68,000,000

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          (reduced, dollar for dollar, by permanent reductions in the
          commitments thereunder).

               Section 10.5. Guaranties. Except for (a) the guaranties set forth
          on Schedule 10.5 hereto and (b) guaranties given in favor of the
          Noteholders pursuant to this Agreement and the Other Agreements, and
          (c) guaranties given in favor of the Senior Lenders pursuant to the
          Senior Credit Agreement, neither the Company nor any Subsidiary shall
          assume, guaranty, endorse or otherwise become directly or contingently
          liable for, or obligated to purchase, pay or provide funds for payment
          of, any obligation or Indebtedness of any other person, other than by
          endorsement of negotiable instruments for deposit or collection or by
          similar transactions in the ordinary course of business.

               Section 10.6. Liens. Neither the Company nor any Subsidiary shall
          create, assume or suffer to exist any Lien except (a) Liens granted by
          the Company and its Subsidiaries securing Indebtedness outstanding
          under the Senior Credit Agreement and this Agreement and the Other
          Agreements and (b) Liens described on Schedule 10.6 hereto.

               Section 10.7. Investments. The Company shall not make any loan or
          advance to any person or purchase or otherwise acquire the capital
          stock, assets or obligations of, or any interest in, any person,
          except (a) commercial bank time deposits maturing within one year, (b)
          marketable general obligations of the United States or a State or
          marketable obligations fully guaranteed by the United States, or (c)
          short-term commercial paper with the highest rating of a generally
          recognized rating service.

               Section 10.8. Operations. The Company shall not engage in any
          activity which is substantially different from or unrelated to the
          business activities or products of the Company on July 15, 2003."

     Section 1.6. Capital Expenditures. Section 10.12 to the Note Purchase
Agreements is hereby amended and restated in its entirety to read as follows:

               "Section 10.12. Capital Expenditures. The Company shall not, nor
          shall it allow any Domestic Subsidiary to, make or become legally
          obligated to make any expenditure in respect of the purchase or other
          acquisition of any fixed or capital asset (excluding normal
          replacements and maintenance which are properly charged to current
          operations), except for capital expenditures in the ordinary course of
          business not exceeding, in the aggregate for the Company during each
          time period set forth below, the amount set forth opposite such time
          period:

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<PAGE>

          May 1, 2003 - April 30, 2004   $6,700,000
          May 1, 2004 - August 1, 2004   $  800,000"

     Section 1.7. Additional Negative Covenants. New Sections 10.14 and 10.15,
are hereby added to the Note Purchase Agreements to read as follows:

               "Section 10.14. New Product Development Expenditures. The Company
          shall not, nor shall it allow any Subsidiary to, fund or become
          legally obligated to fund any new product development costs, including
          without limitation, research, development and engineering costs, as
          indicated in financial statements provided pursuant to Section 7.1,
          not exceeding, in the aggregate for the Company during each time
          period set forth below, the amount set forth opposite such time
          period:

          May 1, 2003 - April 30, 2004   $10,700,000
          May 1, 2004 - August 1, 2004   $ 2,700,000

               Section 10.15. Burdensome Agreements. The Company shall not, nor
          shall it permit any Subsidiary to, directly or indirectly, enter into
          any Contractual Obligation (other than this Agreement, the Other
          Agreements or the Senior Credit Agreement) (a) that limits the ability
          of (i) any Subsidiary to make Restricted Payments to the Company or
          any Guarantor or to otherwise transfer property to the Company or any
          Guarantor, (ii) of any Subsidiary to guarantee the Indebtedness of the
          Company or (iii) of the Company or any Subsidiary to create, incur,
          assume or suffer to exist Liens on the property of such Person; or (b)
          that requires the grant of a Lien to secure the obligations of such
          Person if a Lien is granted to secure another obligation of such
          Person."

     Section 1.8. Events of Default. Section 12 of the Note Purchase Agreements
is hereby amended as follows:

          (a) paragraph (c) of Section 12 shall be amended in its entirety to
     read as follows:

               "(c) the Company defaults in the performance of or compliance
          with any term contained in Sections 9.5 through 9.11, inclusive,
          Section 9.14, Section 9.15, Sections 10.1 through 10.10, inclusive, or
          Sections 10.12 through 10.14, inclusive; or"

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<PAGE>

          (b) paragraph (f) of Section 12 shall be amended in its entirety to
     read as follows:

               "(f) any Subsidiary Guaranty or any Security Document shall cease
          to be in full force and effect for any reason whatsoever, including,
          without limitation, a determination by a Governmental Authority of
          competent jurisdiction that any such agreement is invalid, void or
          unenforceable or the perfected security interests created pursuant to
          any Security Document is not legal, valid and binding, or the Company
          or any Subsidiary shall contest or deny in writing the validity or
          enforceability of any of its obligations under any Security Document
          or any Subsidiary Guaranty, as applicable; or"

     Section 1.9. Definitions. Schedule B to the Note Purchase Agreements is
hereby amended by adding thereto the following new definitions in the
appropriate alphabetical order:

          " 'Alternate Restructure Event' has the meaning given to it the
     Restructure Agreement.

          'CIS Acquisition Corp' shall mean CIS Acquisition Corp. a Michigan
     corporation.

          'Contractual Obligation' means, as to any Person, any provision of any
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     property is bound.

          'EBITDA' means pre-tax net income (or pre-tax net loss), plus the sum
     of (i) interest expense, (ii) depreciation expense, (iii) depletion
     expense, (iv) amortization expense, (v) restructuring expenses, not to
     exceed $8,900,000 in the aggregate for all periods of determination, (vi)
     fees paid to the Agent and the Senior Lenders pursuant to, and not to
     exceed the fees described in, Section 2.9 of the Senior Credit Agreement as
     in effect on July 28, 2003, (vii) one-time, non-cash charges related to
     write-downs of intangibles or goodwill, and (vii) costs and write-downs
     associated with the Restructure Event or Alternate Restructure Event as
     defined in Exhibit A to the Third Amendment to Note Purchase Agreements;
     provided, however, any add-backs made pursuant to this definition of
     'EBITDA' may only be made to the extent that such add-back has already been
     deducted in the determination of pre-tax net income for such period.

          'FAC' means Flow Asia Corporation, a corporation formed under the laws
     of Taiwan.

          'FEG' means Flow Europe GmbH, a corporation formed under the laws of
     Germany.

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<PAGE>

          'FEMG' means Flow Europe Manufacturing CoKg, a corporation formed
     under the laws of Germany.

          'Flow Robotics' means Flow Robotic Systems, a division of the Company
     based in Wixom, Michigan.

          'Flow South America' shall mean Flow Latino, a corporation organized
     under the laws of Brazil and any division of the Company or any Subsidiary
     that reports through Flow South America.

          'Foreign Guarantors' means FAC, FEG, or FEMG and any other Subsidiary
     that from time to time executes and delivers a supplement in the form
     attached to, or otherwise becomes bound by, the Foreign Guaranty, and
     'Foreign Guarantor' means any one of them.

          'Foreign Guaranty' means that certain Guaranty Agreement dated as of
     the date hereof, executed by the Foreign Guarantors in favor of the
     Noteholders, and any additions, supplements, renewals or amendments
     thereto.

          'Foreign Subsidiary' means a Subsidiary of the Company other than a
     Domestic Subsidiary.

          'Guarantors' means the Domestic Guarantors, the Foreign Guarantors,
     and any other Subsidiary that from time to time executes and delivers a
     supplement in the form attached to, or otherwise becomes bound by, the
     Domestic Guaranty or Foreign Guaranty, and 'Guarantor' means any one of
     them.

          'JD Edwards Financial System' means the Company's domestic accounting
     system or a similar accounting system that is compatible with the domestic
     system.

          'Restricted Payment' means any dividend or other distribution (whether
     in cash, securities or other property) with respect to any capital stock or
     other equity interest of the Company or any Subsidiary, or any payment
     (whether in cash, securities or other property), including any sinking fund
     or similar deposit, on account of the purchase, redemption, retirement,
     acquisition, cancellation or termination of any such capital stock or other
     equity interest or of any option (other than options under the Company's
     stock option plan), warrant or other right to acquire any such capital
     stock or other equity interest.

          'Restructure Agreement' means that certain Restructure Agreement
     attached as Exhibit A to the Third Amendment to Note Purchase Agreements.

          'Restructure Event' has the meaning given to it the Restructure
     Agreement.

                                      -14-

<PAGE>

          'Senior Credit Agreement' means that certain Second Amended and
     Restated Credit Agreement dated as of July 28, 2003 among the Company and
     Bank of America, N.A., as Agent and Lender, U.S. Bank National Association
     and Keybank National Association, as the same may be amended, modified or
     supplemented in accordance with the terms hereof.

          'Third Amendment Effective Date' means the date on which the Third
     Amendment to Note Purchase Agreements became effective.

          'Third Amendment to Note Purchase Agreements' means the Third
     Amendment to Note Purchase Agreements dated as of July 28, 2003 between the
     Company and each of the Noteholders."

     Section 1.10. Additional Schedule. A new Schedule 9.13 to the Note Purchase
Agreements is hereby added in the form of Exhibit B hereto.

Section 2. Agreements Regarding Interest.

     (a) Agreement Regarding Interest Rate Increase. Pursuant to the Second
Amendment to Note Purchase Agreements dated as of September 16, 2002, the
interest rate payable in respect of the Notes was increased to 15% per annum and
the Default Rate applicable to overdue payments in respect of the Notes was
increased to 17% per annum, in each case, beginning July 29, 2002 and continuing
until such time as the Company shall have achieved a Fixed Charge Coverage of at
least 1.25 to 1, a Funded Debt Ratio equal to or below 5.00 to 1 and a Senior
Funded Debt Ratio equal to or below 3.50 to 1. The Company and the Noteholders
agree that such increased rates shall remain applicable on the terms more
specifically described in said Second Amendment, notwithstanding the amendments
to Sections 9.6, 9.7 and 9.8 of the Note Purchase Agreements.

     Notwithstanding the foregoing, in consideration of the partial interest
payment made by the Company on July 28, 2003, the Noteholders hereby waive the
application of the Default Rate to the interest payment due on April 30, 2003.

     (b) Agreement Regarding Interest Capitalization. Notwithstanding any
provision in the Note Purchase Agreements or the Notes to the contrary, the
Noteholders agree that the portion of the semi-annual interest payment due on
April 30, 2003 which remains unpaid on the date hereof shall be capitalized on
the effective date of this Third Amendment. Accordingly, the principal amount of
each Note shall be increased by an amount which corresponds to the proportionate
principal amount of such Note relative to the aggregate principal amount of all
Notes. In addition, unless the Notes are paid in full prior to the relevant
payment dates, the Noteholders agree to capitalize the semi-annual interest
payments due on October 31, 2003 and April 30, 2004, provided that no Default or
Event of Default shall then exist. Such capitalization of interest shall occur
on the date each such interest payment is due, and the principal amount of each
Note shall be increased by an amount which corresponds to the proportionate
principal amount of such Note relative to the aggregate principal amount of all
Notes.

                                      -15-

<PAGE>

     (c) Resumption of Current Pay Interest. Upon the earlier of (i) the
scheduled semi-annual interest payment due on October 31, 2004 or (ii) the
occurrence of a Default or Event of Default, the Company shall pay all interest
then and thereafter becoming due on the Notes in cash on the respective dates
such interest is scheduled to be paid.

     (d) Allonges. In order to reflect the provisions of this Section 2, the
Company shall execute and deliver on the effective date of this Third Amendment
an allonge to each outstanding Note in the form of Exhibit C hereto (each, an
"Allonge") reflecting the foregoing agreements.

Section 3. Representations and Warranties of the Company.

     To induce the Noteholders to execute and deliver this Third Amendment, the
Company represents and warrants to the Noteholders (which representations and
warranties shall survive the execution and delivery of this Third Amendment)
that:

          (a) this Third Amendment and each Allonge referred to in Section 2(b)
     hereof has been duly authorized, executed and delivered by the Company and
     constitutes the legal, valid and binding obligation, contract and agreement
     of the Company enforceable against it in accordance with its terms, except
     as enforcement may be limited by bankruptcy, insolvency, reorganization,
     moratorium or similar laws or equitable principles relating to or limiting
     creditors' rights generally;

          (b) the execution, delivery and performance by the Company of this
     Third Amendment and each Allonge (i) does not require the consent or
     approval of any governmental or regulatory body or agency, and (ii) will
     not (A) violate (1) any provision of law, statute, rule or regulation or
     its certificate of incorporation or bylaws, (2) any order of any court or
     any rule, regulation or order of any other agency or government binding
     upon it, or (3) any provision of any material indenture, agreement or other
     instrument to which it is a party or by which its properties or assets are
     or may be bound, or (B) result in a breach or constitute (alone or with due
     notice or lapse of time or both) a default under any indenture, agreement
     or other instrument referred to in clause (ii)(A)(3) of this clause (b);

          (c) as of the date hereof and after giving effect to this Third
     Amendment, no Default or Event of Default has occurred which is continuing;

          (d) attached hereto as Exhibit D is a true, correct and complete list
     of all Subsidiaries of the Company as of July 28, 2003;

          (e) attached hereto as Exhibit E is a true, correct and complete copy
     of the Second Amended and Restated Senior Credit Agreement dated as of July
     28, 2003; and

          (f) the assets listed on Schedule 9.13, attached hereto as Exhibit B,
     constitute all of the accounts receivable, inventory, equipment and other
     fixed assets and registered copyrights, trademarks and patents owned, used,
     or held in connection with the Foreign

                                      -16-

<PAGE>

     Guarantors. The Foreign Guarantors have good and marketable title to each
     asset and no asset is subject to any Lien, except as permitted by the Note
     Purchase Agreements.

Section 4. Conditions to Effectiveness of This Third Amendment.

     This Third Amendment shall not become effective until, and shall become
effective when:

          (a) executed counterparts of this Third Amendment, duly executed by
     the Company and the holders of 100% in aggregate principal amount of
     outstanding Notes, shall have been delivered to the Noteholders;

          (b) Allonges, in the form of Exhibit C attached hereto, shall have
     been duly executed by the Company for each of the outstanding Notes and
     delivered to the appropriate Noteholders;

          (c) (i) Guaranties in form and substance satisfactory to the
     Noteholders, and (ii) a Security Agreement in form and substance
     satisfactory to the Noteholders, shall have been duly executed in favor of
     the Noteholders by each of the Domestic Subsidiaries and Foreign
     Subsidiaries executing and delivering Guaranties and granting security
     interests in their assets to the Senior Lenders under the Senior Credit
     Agreement;

          (d) the Noteholders shall have received a fully executed copy of the
     Second Amended and Restated Senior Credit Agreement, in form and substance
     satisfactory to them;

          (e) the representations and warranties of the Company set forth in
     Section 3 hereof shall be true and correct on and with respect to the
     effective date hereof and the execution and delivery by the Company of this
     Third Amendment shall constitute the certification by the Company of the
     same;

          (f) fees and expenses of counsel to the Noteholders relating to this
     Third Amendment to Note Purchase Agreements will be paid in full; and

          (g) the Noteholders shall have received such evidence, including wire
     transfer numbers and other information, as they shall require to confirm
     that prior to the effectiveness of this Third Amendment the Company wired
     to the Noteholders cash amounts aggregating not less than $1,000,000 for
     application to the interest payment due on the Notes on April 30, 2003.

Upon satisfaction of all of the foregoing, this Third Amendment shall become
effective, and the amendments to the Note Purchase Agreements provided for
herein shall be deemed effective as of April 30, 2003 and the Existing Defaults
waived.

                                      -17-

<PAGE>

Section 5. Release; No Discharge.

     As additional consideration for the Noteholders' entering into this Third
Amendment, the Company hereby fully and unconditionally releases and forever
discharges the Noteholders, their agents, employers, trustees, directors,
officers, attorneys, auditors, financial advisors, affiliates, subsidiaries,
successors and assigns and all persons, firms, corporations and organizations
acting on any of their behalves (the "Released Parties") of and from any and all
claims, liabilities, demands, obligations, damages, losses, actions and causes
of action whatsoever which the Company may now have or claim to have against any
Noteholder or any other Released Parties, whether presently known or unknown and
of any nature and extent whatsoever, including, without limitation, on account
of or in any way affecting, concerning or arising out of or founded upon this
Third Amendment or the Note Documents, including but not limited to all such
loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings between the parties up to and including the date
hereof, including but not limited to, the administration or enforcement of the
Notes, the Note Purchase Agreements or any of the other Note Documents. The
obligations of the Company under the Note Documents and this Third Amendment
shall be absolute and unconditional and shall remain in full force and effect
without regard to, and shall not be released, discharged or in any way affected
by:

          (a) any exercise or nonexercise of any right, remedy, power or
     privilege under or in respect of this Third Amendment, any Note Documents
     Document, any document relating to or evidencing any of the Noteholders'
     Liens or applicable Law, including, without limitation, any waiver,
     consent, extension, indulgence or other action or inaction in respect
     thereof; or

          (b) any other act or thing or omission or delay to do any other act or
     thing which could operate as or be deemed to be a discharge of the Company
     as a matter of law, other than payment in full of all obligations evidenced
     by the Notes, including but not limited to all obligations under the Note
     Purchase Agreements, the Notes, the other Note Documents and this Third
     Amendment.

Section 6. Entire Agreement.

     The Company acknowledges that there are no other agreements,
representations, either oral or written, expressed or implied, not embodied in
this Third Amendment and the other Note Documents, which, together, represent a
complete integration of all prior and contemporaneous agreements and
understandings of the Company and the Noteholders. No party shall be bound by
any oral agreement, and no rights or liabilities, either expressed or implied,
shall arise on the part of any party, or any third party, until and unless the
agreement on any given issue has been reduced to a written agreement executed in
accordance with the provisions of Section 18 of the Note Purchase Agreements. No
commitment on the part of the Noteholders exists to modify the Note Documents in
any respect, and the Noteholders hereby specifically confirm that they make no
such commitment and specifically advise that no action should be taken by the
Company based upon any understanding that any such a commitment exists or on any
expectation that any such commitment will be made in the future.

                                      -18-

<PAGE>

Section 7. The Company Remains in Control.

     The Company acknowledges that it remains in control of its business and
affairs and determines the business plan for, and employment, management and
operating directions and decisions for its or his business and affairs.

Section 8. Miscellaneous.

     This Third Amendment shall be construed in connection with and as part of
the Note Purchase Agreements, and except as modified and expressly amended by
this amendment, all terms, conditions and covenants contained in the Note
Purchase Agreements, the Notes, the Warrants and the other Note Documents are
hereby ratified and confirmed and shall be and remain in full force and effect.
The obligations of the Company under the Note Purchase Agreements, the Notes,
the Warrants and the other Note Documents shall not be released, discharged or
in any way affected by (a) any exercise or nonexercise of any right, remedy,
power or privilege under or in respect of the Note Purchase Agreements, the
Notes, the Warrants or the other Note Documents or applicable law, including,
without limitation, any waiver, consent, extension, indulgence or other action
or inaction in respect thereof; or (b) any other act or thing or omission or
delay to do any other act or thing which could operate as or be deemed to be a
discharge of the Company as a matter of law, other than payment in full of all
obligations under the Note Purchase Agreements and the Notes and performance
under the Warrants and the other Note Documents.

     Any and all notices, requests, certificates and other instruments executed
and delivered after the execution and delivery of this amendment may refer to
the Note Purchase Agreements without making specific reference to this
amendment, but nevertheless all such references shall be deemed to include this
amendment unless the context otherwise requires.

     This Third Amendment may be executed in any number of counterparts, each
executed counterpart constituting an original, but all together only one
agreement.

     This Third Amendment SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE State OF
Washington, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH State THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH
State.

     Oral AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER Washington
Law.

                                      -19-

<PAGE>

     In Witness Whereof, the Company and the Noteholders have caused this Third
Amendment to be executed, all as of the day and year first above written.

                                      The Company:

                                      Flow International Corporation


                                      By
                                         ---------------------------------------
                                         Its
                                            ------------------------------------

                                      -20-

<PAGE>

                                      The Noteholders:

                                      John Hancock Life Insurance Company


                                      By
                                         ---------------------------------------
                                         Its
                                            ------------------------------------


                                      John Hancock Variable Life Insurance
                                      Company


                                      By
                                         ---------------------------------------
                                         Its
                                             -----------------------------------

                                      Signature 4 Limited


                                      By John Hancock Life Insurance Company, as
                                      Portfolio Adviser


                                      By
                                         ---------------------------------------
                                        Its
                                            ------------------------------------

                                      Signature 5 L.P.


                                      By John Hancock Life Insurance Company, as
                                      Portfolio Adviser


                                      By
                                         ---------------------------------------
                                        Its
                                            ------------------------------------

                                      -21-

<PAGE>

                              Consent of Guarantors

     The terms of the foregoing Third Amendment to Note Purchase Agreements of
Flow International Corporation are hereby agreed to as of the date first written
above by the following Guarantors.

                                      Avure Technologies, Inc.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      CIS ACQUISITION CORPORATION


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                            ------------------------------------


                                      FLOW WATERJET FLORIDA CORPORATION


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------

<PAGE>

                                   Attachments

Exhibit A - Form of Restructure Agreement

Exhibit B - Form of Schedule 9.13 to Note Purchase Agreement [to mirror Schedule
            5.19 to Senior Credit Agreement]

Exhibit C - Form of Allonge

Exhibit D - List of Subsidiaries

Exhibit E - Second Amended and Restated Credit Agreement

<PAGE>

                                    EXHIBIT A

                (to Third Amendment to Note Purchase Agreements)

                              RESTRUCTURE AGREEMENT




**

































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<PAGE>

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<PAGE>

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EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

<PAGE>


**











































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EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

<PAGE>


**










































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EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

<PAGE>


**










































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EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

<PAGE>

**











































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**CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**

<PAGE>

                              Consent of Guarantors

     Each undersigned guarantor (each a "Guarantor") is a guarantor of the
indebtedness, liabilities and obligations of Flow International Corporation, a
Washington corporation (the "Company"), under those certain Note Purchase
Agreements dated as of April 30, 2001 (as amended from time to time, the "Note
Purchase Agreements") referred to in the within and foregoing Restructure
Agreement dated as of July     , 2003 (the "Restructure Agreement") and the
                           ----
other Note Documents described in the Note Purchase Agreements. Each Guarantor
hereby acknowledges that it has received a copy of the Restructure Agreement and
hereby consents to its contents and the other Note Documents described therein
(notwithstanding that such consent is not required). Each Guarantor hereby
confirms that its guarantee of the obligations of the Company remains in full
force and effect, and that the obligations of the Company under the Note
Purchase Agreements, the Notes and the other Note Documents shall include the
obligations of the Company under the Restructure Agreement. All capitalized
terms not defined herein have the meanings given in the Note Purchase
Agreements.

                                      Avure Technologies, Inc.


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      Cis Acquisition Corporation


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------


                                      Flow Waterjet Florida Corporation


                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------

<PAGE>

                                    EXHIBIT B
                (to Third Amendment to Note Purchase Agreements)

                                  Schedule 9.13

                            FOREIGN GUARANTOR ASSETS
                                  (By Company)

<PAGE>

                                    EXHIBIT C
                (to Third Amendment to Note Purchase Agreements)

                                 Form of Allonge

<PAGE>

                                    EXHIBIT D
                (to Third Amendment to Note Purchase Agreements)

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                                                      State or other Jurisdiction of
                   Subsidiary                         Incorporation or Organization
                   ----------                         ------------------------------
<S>                                                       <C>
Avure Technologies AB                                             Sweden

Avure Technologies Incorporated                                 Washington

CEM-FLOW                                                          France

Flow Access BVBA                                                 Belgium

CIS Acquisition Corporation                                      Michigan

Flow Asia Corporation                                             Taiwan

Flow Asia International Corporation                             Mauritius

Flow Autoclave Systems, Inc.                                     Delaware

Flow Automation Systems Corporation                              Ontario

Flow China                                                        China

Flow Europe, GmbH                                                Germany

Foracon Europe Manufacturing GmbH & CO.KG                        Germany

Flow Holdings BVBA                                              Belgium

Flow Holdings GmbH (SAGL) Limited Liability Company            Switzerland

Flow Holdings FPS AB                                             Sweden

Flow Iberica, S.R.L.                                              Spain

Flow Italia, S.R.L.                                               Italy

Flow Japan Corporation                                            Japan

Flow Korea                                                        Korea

Flow Pressure Systems Vasteras AB                                 Sweden

Flow Latino                                               Brazil, South America

Flow Surface Prep/Europe, SAGL                                 Switzerland

Flow U.K., Ltd.                                                  England

Flow Waterjet Florida Corporation                                Florida

Robotic Simulations Limited                                   United Kingdom
</TABLE>

<PAGE>

                                    EXHIBIT E
                (to Third Amendment to Note Purchase Agreements)

              Form of Second Amended and Restated Credit Agreement