<PAGE>

                             AMENDMENT NUMBER THREE
                                       TO
                                CREDIT AGREEMENT

         THIS AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this "Amendment") is
made as of this 2nd day of September, 1999 by and among BANK OF AMERICA, N.A.
formerly known as Bank of America National Trust and Savings Association, a
national banking association, and U.S. BANK NATIONAL ASSOCIATION, a national
banking association (each a "Lender"), BANK OF AMERICA, N.A. formerly known as
Bank of America National Trust and Savings Association, a national banking
association, as agent for the Lenders (the "Agent"), and FLOW INTERNATIONAL
CORPORATION, a Washington corporation ("Borrower").

                                    RECITALS

         A.       Lenders, Agent and Borrower are parties to that certain Credit
Agreement dated as of August 31, 1998, as amended by that Amendment Number One
to Credit Agreement dated as of March 26, 1999 and as amended by that Amendment
Number Two to Credit Agreement dated as of June 21, 1999 (the "Credit
Agreement").

         B.       Borrower has requested, and Lenders and Agent have agreed to
amend the Credit Agreement upon certain terms and conditions contained in this
Amendment.

         NOW, THEREFORE, the parties hereto agree as follows:

                                    AGREEMENT


         1.       DEFINITIONS. Capitalized terms not otherwise defined in this
Amendment shall have the meanings set forth in the Credit Agreement.

         2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
amended as follows:

                  a.       AMENDMENT TO DEFINITION OF "APPLICABLE INTEREST
PERIOD." In Section 1.1, the definition of "Applicable Interest Period" is
hereby amended as follows:

         "APPLICABLE INTEREST PERIOD" means, with respect to any Loan accruing
         interest at the LIBOR Rate or the Multi-Currency Rate, the period
         commencing on the


<PAGE>

         first date Borrower elects to have such rate apply to such Loan and
         ending one, two, three or six months thereafter as specified in the
         Interest Rate Notice given in respect of such Loan (or as otherwise
         determined in accordance with the terms of this Agreement) PROVIDED,
         that in no event may the Applicable Interest Period for any Revolving
         Loan extend beyond the Revolving Maturity Date and in no event may the
         Applicable Interest Period for any Multi-Currency Loan extend beyond
         the Multi-Currency Maturity Date and PROVIDED, FURTHER, that for
         Applicable Interest Periods selected after January 31, 2000 and prior
         to April 30, 2000, the Borrower may, in addition to the preceding
         options, select Applicable Interest Periods of 7, 14 or 21 days in
         duration.

                  b.       AMENDMENTS TO DEFINITION OF "APPLICABLE MARGIN." In
Section 1.1, the definition of "Applicable Margin" is hereby amended as follows:

         "APPLICABLE MARGIN" means on any date, with respect to any LIBOR Loans
         or Multi-Currency Loans, the rate per annum that is determined by
         reference to the following matrix or subclauses (ii) and (iii) below:

<TABLE>
<CAPTION>
         Senior Funded Debt Ratio as of the end
               Applicable
         of the previous fiscal quarter                         Margin
         ------------------------------                         ------
         <S>                                                    <C>
         Less than 2.0:                                            .75%
         Equal to or greater than 2.0:1
         and less than 2.35:1                                      .90%
         Equal to or greater than 2.35:1
         and less than 2.6:1                                      1.00%
         Equal to or greater than 2.60:1
         and less than 3.0:1                                      1.25%
<CAPTION>
         FOR THE FISCAL QUARTER ENDING
         ON OCTOBER 31, 1999:
         --------------------
         <S>                                                      <C>
         Equal to or greater than 3.0:1
         and less than 3.5:1                                      1.50%
         Equal to or greater than 3.5:1
         and less than 4.25:1                                     1.75%


                                       2
<PAGE>

<CAPTION>
         AND FOR FISCAL QUARTERS ENDING
         ON JANUARY 31, 2000:
         --------------------
         <S>                                                      <C>
         Equal to or greater than 3.0:1
         and less than 4.25:1                                     2.50%
</TABLE>

         (i) Subject to the limitations and exceptions set forth below, the
         Applicable Margin shall be adjusted forty-five (45) days after the end
         of each of the first three fiscal quarters in each of Borrower's fiscal
         years and ninety (90) days after the end of each fiscal year of
         Borrower.

         (A) In the event that any of the financial statements or quarterly
         compliance certificates required to be delivered pursuant to Section
         6.9 are not delivered when due, then (aa) if such financial statements
         and certificates are delivered after the date such financial statements
         and certificates were required to be delivered (without giving effect
         to any applicable cure period) and the Applicable Margin increases from
         that previously in effect as a result of the delivery of such financial
         statements, then the Applicable Margin during the period from the date
         upon which such financial statements were required to be delivered
         (without giving effect to any applicable cure period) until the date
         upon which they actually are delivered shall, except as otherwise
         provided in clause (cc) below, be the Applicable Margin as so
         increased; (bb) if such financial statements and certificates are
         delivered after the date such financial statements and certificates are
         required to be delivered (without giving effect to any applicable cure
         period) and the Applicable Margin decreases from that previously in
         effect as a result of the delivery of such financial statements, then
         such decrease in the Applicable Margin shall not become effective until
         the date upon which the financial statements and certificates actually
         were delivered; and (cc) if such financial statements and certificates
         are not delivered prior to the expiration of the applicable cure
         period, then, effective upon such expiration, for the period from


                                       3
<PAGE>

         the date upon which such financial statements and certificates were
         required to be delivered (after the expiration of the applicable cure
         period) until two (2) Business Days following the date upon which they
         actually are delivered, the Applicable Margin shall be 2.50% (250 basis
         points).

         (B) As used herein, "Interim Period" shall mean the period beginning on
         January 31, 2000 and continuing until the earlier of (aa) the date on
         which the Applicable Margin is set under subclause (iii) hereof or (bb)
         the first date after the fiscal quarter ending April 30, 2000 on which
         the Applicable Margin would be reset under subclause (i)(A). Unless as
         of January 31, 2000 (aa) the Senior Secured Funded Debt Ratio is equal
         to or greater than 3.0:1 and less than 4.25:1 and (bb) Borrower has
         failed to secure an aggregate of $25,000,000 in new equity infusions,
         Subordinated Debt or Senior Unsecured Debt, then the Applicable Margin
         for the Interim Period shall be set as provided elsewhere in this
         definition. If both such conditions are true, however, the Applicable
         Margin for the Interim Period will be set as follows: The Applicable
         Margin will be established at 2.50% as of January 31, 2000 (rather than
         forty-five days thereafter) and shall continue at such rate for the
         remainder of the Interim Period, PROVIDED, HOWEVER, that if prior to
         the expiration of the Interim Period, Borrower secures an aggregate of
         $25,000,000 in new equity infusions, Subordinated Debt or Senior
         Unsecured Debt, the Applicable Margin will be lowered to 1.00% for the
         balance of the Interim Period.

         (ii) Notwithstanding the foregoing to the contrary, however, if
         Borrower fails to provide Agent with an executed Mandate on or before
         November 15, 1999, then the Applicable Margin will be 2.50% at all
         times from November 16, 1999 until the date on which Borrower secures
         an aggregate of an additional $25,000,000 in equity infusions,
         Subordinated Debt or Senior Unsecured Debt. As used in this definition,
         "Mandate" shall mean an agreement with an investment banking firm in
         form and substance reasonably satisfactory to Lenders to obtain for
         Borrower Subordinated Debt,


                                       4
<PAGE>

         Senior Unsecured Debt or equity contributions in an aggregate amount of
         not less than $25,000,000 for funding on or before April 29, 2000.

         (iii) Notwithstanding the foregoing to the contrary (including
         subclause (ii) of this definition)and without limiting any other rights
         which the Agent or Lenders may have under any Loan Document or
         applicable law in respect thereof, at any time that Borrower is in
         default of its obligations under either Section 6.13 or 6.17 of this
         Agreement, the Applicable Margin will be 5.00%.

                  c.       AMENDMENT TO DEFINITION OF "APPLICABLE UNUSED FEE
PERCENTAGE." In Section 1.1, the definition of "Applicable Unused Fee
Percentage" is hereby amended by adding the following sentence at the conclusion
of such definition:

         At all times that the Applicable Margin is greater than 1.75%, the
         Applicable Unused Fee Percentage will be 37.5 basis points.

                  d.       AMENDMENT TO DEFINITION OF "MAJORITY LENDERS." In
Section 1.1, the definition of "Majority Lenders" is hereby amended as follows:

         "MAJORITY LENDERS" means at any time Lenders then holding in excess of
         seventy-five percent (75%) of the aggregate unpaid principal amount of
         the Commitments.


                                       5
<PAGE>

                  e.       AMENDMENT TO DEFINITION OF "MULTI-CURRENCY MATURITY
DATE." In Section 1.1, the definition of "Multi-Currency Maturity Date" is
hereby amended as follows:

         "MULTI-CURRENCY MATURITY DATE" means September 30, 2003.

                  f.       AMENDMENT TO DEFINITION OF "TANGIBLE NET WORTH." In
Section 1.1, the definition of "Tangible Net Worth" is hereby amended as
follows:

         "TANGIBLE NET WORTH" means the total assets less total liabilities
         excluding, however, from the determination of total assets: (a)
         intangible assets, (such as goodwill, patents, trademarks, copyrights,
         franchises and deferred taxes, including unamortized debt discount and
         research and development costs); (b) cash held in a sinking fund or
         other similar fund established for the purpose of redemption or other
         retirement of capital stock; (c) reserves for depreciation, depletion,
         obsolescences, or amortization of properties and other reserves or
         appropriations of retained earnings which have been established in
         connection with Borrower's business; and (d) any revaluation or other
         write-up in book value of assets subsequent to the fiscal year of
         Borrower last ended as of August 31, 1998; and, for clarification
         purposes, excluding from total liabilities, minority interests.

                  g.       DELETION OF DEFINITION OF "TOTAL LIABILITIES." In
Section 1.1, the definition of "Total Liabilities" is hereby deleted.

                  h.       ADDITION OF DEFINITION OF "SENIOR UNSECURED DEBT." In
Section 1.1, the following definition of "Senior Unsecured Debt" is hereby added
as follows:

         "SENIOR UNSECURED DEBT" means Indebtedness for borrowed monies incurred
         by Borrower, which Indebtedness (a) is evidenced by loan agreement(s),
         promissory note(s) or other documents and instruments in each case in
         form and substance reasonably satisfactory to Lenders, (b) is wholly
         unsecured, (c)


                                       6
<PAGE>

         is owing to one or more financial institutions, and (d) does not have a
         final maturity date for the repayment of principal on or before
         April 30, 2005.


                                       7
<PAGE>

                  i.       ADDITION OF DEFINITION OF "SENIOR FUNDED DEBT RATIO."
In Section 1.1, the following definition of "Senior Funded Debt Ratio" is hereby
added as follows:

         "SENIOR  FUNDED DEBT RATIO" shall have the meaning given in Section
         6.17.

                  j.       ADDITION OF DEFINITION OF "SUBORDINATED DEBT." In
Section 1.1, the following definition of "Subordinated Debt" is hereby added as
follows:

         "SUBORDINATED DEBT" means all Indebtedness of Borrower where the terms
         of the instrument or agreement creating or evidencing such Indebtedness
         has been approved in writing by Lenders and Agent and provides that
         such Indebtedness is subordinated in right of payment to the
         Indebtedness of Borrower to Lenders hereunder and unsecured (and
         therefore subordinated in lien priority).

                  k.       AMENDMENT TO SECTION 2.2(a). Section 2.2(a) is hereby
amended by reversing the references to "Article 4" and "Article 5."

                  l.       AMENDMENT TO SECTION 6.1. Section 6.1 is hereby
amended and restated as follows:

         SECTION 6.1 USE OF PROCEEDS. The proceeds of the Loans and the Letters
         of Credit will be used only for working capital, other general
         corporate purposes, and for Acquisitions permitted under Section 7.2
         and 7.4.

                  m.       AMENDMENT TO SECTION 6.9(a). Section 6.9(a) is hereby
amended and restated as follows:

         (a)      ANNUAL AUDITED FINANCIAL STATEMENTS. As soon as available and
         in any event within ninety (90) days after the end of each fiscal year
         of Borrower, the consolidated balance sheet of Borrower and its
         Subsidiaries as of the end of such fiscal year and the related
         consolidated statements of income and the consolidated statement of
         retained earnings and statement of cash flows of Borrower and its
         Subsidiaries for such year, accompanied by (i) the


                                       8
<PAGE>

         audit report thereon by independent certified public accountants
         selected by Borrower and reasonably satisfactory to Agent (which
         reports shall be prepared in accordance with GAAP and shall not be
         qualified by reason of restricted or limited examination of any
         material portion of the records of Borrower or any Subsidiary and
         shall contain no disclaimer of opinion or adverse opinion except
         such as Agent in its sole discretion determines to be immaterial)and
         (ii) an Officer's Certificate of Borrower certifying that as of the
         close of such year no Event of Default or Default had occurred and
         was continuing;

                  n.       AMENDMENT TO SECTION 6.9(b). Section 6.9(b) is hereby
amended and restated as follows:

         (b)      QUARTERLY UNAUDITED FINANCIAL STATEMENTS. As soon as available
         and in any event within forty-five (45) days after the end of each of
         the first three fiscal quarters of Borrower, the unaudited consolidated
         balance sheet of Borrower as of the end of such fiscal quarter and the
         unaudited consolidated statement of income and consolidated statement
         of cash flows of Borrower for the fiscal year to the end of such fiscal
         quarter, unless the same has been provided in the form of Borrower's
         Form 10Q; accompanied by an Officer's Certificate of Borrower
         certifying that (i) such reports have been prepared in accordance with
         GAAP consistently applied and results of operation of Borrower as at
         the end of and for such fiscal quarter and that since the previous
         fiscal year-end report referred to in clause (a) there has been no
         material adverse change in the financial condition of Borrower and that
         (ii) as of the close of such fiscal quarter no Event of Default or
         Default had occurred and was continuing;

                  o.       AMENDMENT TO SECTION 6.9(f). Section 6.9(f) is hereby
amended and restated as follows:

         (f)      COMPLIANCE CERTIFICATES. Within ninety (90) days after the
         close of each fiscal year of Borrower and within forty-five (45) days
         after the close of each of Borrower's fiscal quarters (other than the
         fourth


                                       9
<PAGE>

         fiscal quarter), an officer's certificate signed by the chief financial
         officer of Borrower stating that to the best of the signer's knowledge
         and belief after due inquiry no Default or Event of Default had
         occurred and was continuing and setting forth calculations evidencing
         compliance with Sections 6.12, 6.13, 6.14, 6.15, and 6.17 hereof;

                  p.       AMENDMENT TO SECTION 6.13. Section 6.13 is hereby
amended and restated as follows:

         SECTION 6.13 FUNDED DEBT RATIO. As of the end of each fiscal quarter,
         Borrower shall maintain, on a consolidated basis, a Funded Debt Ratio
         of not more than (a) 3.0 to 1 for fiscal quarters ending from the date
         hereof until the date on which Borrower acquires both ABB Pressure
         Systems and ABB Autoclave Systems, (b) 4.0 to 1 for fiscal quarters
         ending on and after the date on which Borrower acquires both ABB
         Pressure Systems and ABB Autoclave Systems through and including
         October 30, 1999, (c) 4.25 to 1 for fiscal quarters ending on October
         31, 1999 and thereafter. As used herein "Funded Debt Ratio" shall mean
         as of the end of any fiscal quarter, the quotient obtained by dividing
         (a) the 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 Borrower 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, EXCEPT, HOWEVER,
         the EBITDA of ABB Pressure Systems and ABB Autoclave Systems for the
         fiscal quarters ending prior to the fiscal quarter ending July 31,
         1999. "Funded Debt" shall mean all interest bearing liabilities of
         Borrower, including capitalized lease obligations. "EBITDA" shall mean
         pre-tax net income (or pre-tax net loss), PLUS, the sum of (i) interest
         expense, (ii) depreciation expense, (iii) depletion expense, and (iv)
         amortization expense.

                  q.       AMENDMENT TO SECTION 6.14. Section 6.14 is hereby


                                       10
<PAGE>

amended and restated as follows:

         SECTION 6.14. MINIMUM NET WORTH. Borrower shall maintain, on a
         consolidated basis, as at the end of each fiscal quarter, a Tangible
         Net Worth equal to or greater than the then applicable Minimum Net
         Worth. "Minimum Net Worth" shall mean $25,000,000, PLUS cumulative
         quarterly increases equal to fifty percent (50%) of Borrower's net
         income for all fiscal quarters ending on or after July 31, 1999,
         excluding any adjustments thereto for losses, PLUS all amounts
         contributed to Borrower as equity at any time after September 1, 1999.

                  r.       AMENDMENT TO SECTION 6.15. Section 6.15 is hereby
amended and restated as follows:

         SECTION 6.15 DEBT TO TANGIBLE NET WORTH RATIO. Borrower shall maintain,
         on a consolidated basis, as at the end of each fiscal quarter
         commencing with the fiscal quarter ending October 31, 1998, a ratio of
         Debt to Tangible Net Worth of not more than (a) 1.75 to 1 as at the
         fiscal quarters ending October 31, 1998 and January 31, 1999, (b) 4.0
         to 1 as at the fiscal quarter ending April 30, 1999, (c) 3.85 to 1 as
         at the fiscal quarter ending July 31, 1999, (d) 4.25 to 1 as at the
         fiscal quarter ending October 31, 1999, (e) 4.25 to 1 as at the fiscal
         quarter ending January 31, 2000, (f) 3.25 to 1 as at the fiscal
         quarters ending April 30, 2000, July 31, 2000, October 31, 2000 and
         January 31, 2001, and (g) 2.50 to 1 as at the fiscal quarters ending
         April 30, 2001 and thereafter. As used herein, "Debt" shall mean, on a
         consolidated basis, all liabilities of Borrower as determined and
         computed in accordance with GAAP other than Senior Unsecured Debt,
         Subordinated Debt, and for clarification purposes only, minority
         interests.

                  s.       NEW SECTION 6.17. A new Section 6.17 is hereby added
to the Credit Agreement:

         SECTION 6.17 SENIOR FUNDED DEBT RATIO. As of the end of the fiscal
         quarter ending on January 31, 2000, Borrower shall maintain, on a
         consolidated basis, a


                                       11
<PAGE>

         Senior Funded Debt Ratio of not more than 4.25 to 1. As of the end of
         each fiscal quarter ending on or after April 30, 2000, Borrower shall
         maintain, on a consolidated basis, a Senior Funded Debt Ratio of not
         more than 3.0 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) the sum of Funded Debt less Senior Unsecured Debt and less
         Subordinated Debt, each 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 Borrower 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, EXCEPT, HOWEVER,
         the EBITDA of ABB Pressure Systems and ABB Autoclave Systems for the
         fiscal quarters ending prior to the fiscal quarter ending July 31,
         1999. "Funded Debt" shall mean all interest bearing liabilities of
         Borrower, including capitalized lease obligations. "EBITDA" shall mean
         pre-tax net income (or pre-tax net loss), PLUS, the sum of (i) interest
         expense, (ii) depreciation expense, (iii) depletion expense, and
         (iv) amortization expense.

                  t.       AMENDMENT TO SECTION 7.2. Section 7.2 is hereby
amended and restated as follows:

         SECTION 7.2 LIQUIDATION, MERGER, SALE OF ASSETS. Neither Borrower nor
         any Guarantor shall liquidate, dissolve or enter into any
         consolidation, joint venture, partnership or other combination or sell,
         lease, or dispose of (including through transfers to any Subsidiary
         that has not executed a guaranty and security agreement pursuant to
         Section 6.16) all or any substantial portion of its business or assets
         or of any Collateral (excepting sales of goods in the ordinary course
         of business). Neither Borrower nor any Guarantor shall merge with any
         other person except that the Borrower or Guarantor may merge with
         another person engaged in business similar or related to Borrower's
         PROVIDED that (a) such a merger is an


                                       12
<PAGE>

         Acquisition, (b) prior to such Acquisition, no Default or Event of
         Default has occurred nor is continuing and such Acquisition shall
         not cause a Default or an Event of Default hereunder, (c) ten (10)
         days prior to such Acquisition, Borrower provides to Agent and each
         Lender written notice of such Acquisition and evidence that such
         Acquisition complies with the terms and conditions contained herein,
         and (d) the amount of such Acquisition, together with the amount of
         all other acquisitions consummated within the twelve (12)
         consecutive months (including all other Acquisitions by merger or
         otherwise as permitted under this Section 7.2 and Section 7.4
         hereof), does not exceed $10,000,000.

                  u.       AMENDMENT TO SECTION 7.3. Section 7.3 is hereby
amended and restated as follows:

         SECTION 7.3 INDEBTEDNESS. Neither Borrower nor any Guarantor shall
         create, incur or become liable for any Indebtedness except (a) the
         Loans and Indebtedness hereunder in respect of the Letters of Credit
         and Swap Documents, (b) existing Indebtedness reflected on the balance
         sheets referred to in Section 5.7, (c) current accounts payable or
         accrued or other current liabilities incurred by Borrower or Guarantor
         in the ordinary course of business, (d) indebtedness for the deferred
         purchase price, or for obligations under leases, of real and personal
         property used by Borrower or Guarantor in its business, (e)
         Indebtedness incurred in respect of any Acquisition permitted under
         Section 7.2 or 7.4, which, in the aggregate, measured on any rolling
         twelve (12) month period, does not exceed Five Million Dollars
         ($5,000,000, and (f) Senior Unsecured Debt and Subordinated Debt which
         when taken together do not exceed, in the aggregate, at any one time
         outstanding, Twenty-Five Million Dollars ($25,000,000).


                                       13
<PAGE>

                  v.       AMENDMENT TO SECTION 7.4. Section 7.4 is hereby
amended and restated as follows:

         SECTION 7.4 INVESTMENTS. Borrower 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, (c) short-term
         commercial paper with the highest rating of a generally recognized
         rating service; (d) the Acquisition of Spearhead Automated Systems,
         Inc. (d) an Acquisition of another person engaged in business similar
         or related to Borrower's PROVIDED that (i) prior to such Acquisition,
         no Default or Event of Default has occurred nor is continuing and such
         Acquisition shall not cause a Default or an Event of Default hereunder,
         (ii) ten (10) days prior to such Acquisition, Borrower provides to
         Agent and each Lender written notice of such Acquisition and evidence
         that such Acquisition complies with the terms and conditions contained
         herein, and (iii) the amount of such Acquisition, together with the
         amount of all other acquisitions consummated within the twelve (12)
         consecutive months (including any Acquisitions by merger as permitted
         under Section 7.2 hereof), does not exceed $10,000,000.

                  w.       NEW SECTION 7.9. A new Section 7.9 is hereby added to
the Credit Agreement:

         SECTION 7.9 SENIOR UNSECURED DEBT. Borrower shall maintain no funds on
         deposit with, shall not acquire any certificates of deposit or other
         financial instruments from, nor hold any Indebtedness owing to Borrower
         by, any Senior Unsecured Bank unless such Senior Unsecured Bank shall
         first have executed a written agreement in favor of Lenders (in form
         and substance acceptable to Lenders) subordinating or waiving its
         rights to set-off or to assert any "bankers lien." Borrower shall
         comply at all times with all terms and conditions set forth in any


                                       14
<PAGE>

         document or instrument evidencing any Senior Unsecured Debt and shall
         take all other actions as may be necessary to ensure that at all times
         (before or after the expiration of any applicable grace periods), no
         Senior Unsecured Bank shall have the right to accelerate the maturity
         of any installment of the Senior Unsecured Debt.

                  x.       AMENDMENT TO SECTION 8.1(c). Section 8.1(c) is hereby
amended and restated as follows:

         (c)      BREACH OF CERTAIN COVENANTS. Borrower shall have failed to
         comply with Sections 6.2, 6.8, 6.10(e), 6.12, 6.13, 6.14, 6.15, 6.17,
         any provision of Article 7 of this Agreement, or, to the extent that it
         relates to the obtaining and maintaining of insurance or delivery of
         evidence of same, Section 11 of the Security Agreement; or

         3.       AMENDMENT FEE. On the date of this Amendment, Borrower shall
pay to Agent, for the account of Lenders, an amendment fee equal to Seventy
Thousand Dollars ($70,000) (the "Amendment Fee"). Such fee shall be fully earned
upon the execution of this Amendment and irrevocable upon payment.

         4.       CONDITIONS TO EFFECTIVENESS. Notwithstanding anything
contained herein to the contrary, this Amendment shall not become effective
until each of the following conditions is fully and simultaneously satisfied:

                  a.       DELIVERY OF AMENDMENT. Borrower, Agent and each
Lender shall have executed and delivered counterparts of this Amendment to
Agent.

                  b.       PAYMENT OF AMENDMENT FEE. Borrower shall have paid
the Amendment Fee to Agent.

                  c.       REPRESENTATIONS TRUE; NO DEFAULT. The representations
of Borrower as set forth in Article 5 of the Credit Agreement shall be true on
and as of the date of this Amendment with the same force and effect as if made
on and as of this date. No Event of Default and no event which, with notice or
lapse of time or both, would constitute a Event of Default, shall have occurred
and be continuing or will occur as a result


                                       15
<PAGE>

of the execution of this Amendment.

         5.       REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to the Lenders and Agent that each of the representations and
warranties set forth in Article 5 of the Credit Agreement is true and correct in
each case as if made on and as of the date of this Amendment and Borrower
expressly agrees that it shall be an additional Event of Default under the
Credit Agreement if any representation or warranty made hereunder shall prove to
have been incorrect in any material respect when made.

         6.       NO FURTHER AMENDMENT. Except as expressly modified by the
terms of this Amendment, all of the terms and conditions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect and the
parties hereto expressly reaffirm and ratify their respective obligations
thereunder.

         7.       GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Washington.

         8.       COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same agreement.

         9.       ORAL AGREEMENTS NOT ENFORCEABLE.

         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.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Number Three to Credit Agreement as of the date first above written.


         BORROWER:                      FLOW INTERNATIONAL CORPORATION


                                        By
_________________________________________


                                       16
<PAGE>

                                                Its
______________________________


         LENDERS:                       BANK OF AMERICA, N.A.


                                        By
_________________________________________
                                                Its
______________________________


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By
_________________________________________
                                                Its
______________________________


         AGENT:                         BANK OF AMERICA, N.A.


                                        By
_________________________________________
                                                Its
______________________________


                                       17