FOURTH AMENDMENT TO  NOTE PURCHASE AGREEMENT

This FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT(this "Amendment"), dated as of April 30, 2001 is made by and between FLOW
INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), and each ofCONNECTICUT GENERAL LIFE INSURANCE
COMPANYandLIFE INSURANCE COMPANY OF NORTH AMERICA(the "Holders").

BACKGROUND

A.  Pursuant
to the Note Purchase Agreement(as amended prior to the date hereof, the "Existing Note Agreement;" and,
after giving effect to this Amendment, the "Note Agreement"), dated as of September 1, 1995, between the Company and each of the Holders, the Company issued and the Holders purchased Fifteen
Million Dollars ($15,000,000) in aggregate principal amount of the Company's 7.20% Notes due September 26, 2005 (the "Notes").

B.  In
connection with the issuance by the Company of subordinated notes and warrants and the amendment of certain bank credit documents, it is necessary to amend the
Existing Note Agreement to make changes to certain existing provisions thereof and to add certain additional provisions thereto.

C.  The
Company and the Holders desire to enter into this Amendment to effectuate the above-mentioned amendments.

NOW, THEREFORE,in order to induce the Holders to grant the amendments specified below and in consideration of other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged) the Company and the Holders agree as follows:





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IN WITNESS WHEREOF, the undersigned have each caused this Third Amendment to Note Purchase Agreement to be duly executed and delivered
by their respective, duly authorized officers as of the date first above written.

|COMPANY:                       |        | 
|------------------------------ | ------ | 
|FLOW INTERNATIONAL CORPORATION |        | 
|                               |        | 
|By:                            |        | 
|                               |        | 
|                               | Name:  | 
|                               | Title: | 

|                                            |  |     |                                                  |  | 
|------------------------------------------- |  | --- | ------------------------------------------------ |  | 
|HOLDERS:                                    |  |    
|CONNECTICUT GENERAL LIFE INSURANCE COMPANY*
|By: CIGNA Investments, Inc.                 |  |    
|                                            |  |     |                                                  |  | 
|                                            |  | By: |                                                  |  | 
|                                            |  |     | Name: Stephen A. Osborn
Title: Managing Director |  | 
|                                            |  |     |                                                  |  | 
|LIFE INSURANCE COMPANY OF NORTH AMERICA*    |  |    
|By: CIGNA Investments, Inc.                 |  |    
|                                            |  | By: |                                                  |  | 
|                                            |  |     | Name: Stephen A. Osborn
Title: Managing Director |  | 

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Signature
page to Fourth Amendment to Note Purchase Agreement dated as of April 30, 2001 by and betweenFLOW INTERNATIONAL CORPORATION, and each
ofCONNECTICUT GENERAL LIFE INSURANCE COMPANYandLIFE INSURANCE COMPANY OF NORTH AMERICA.

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