COMMISSIONERS:

UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

William E. Kovacic, Chairman

Pamela Jones Harbour

Jon Leibowitz

J. Thomas Rosch

)

In the Matter of )

)

Flow International Corporation, )

a corporation. )

)

)

)

File No. 0810079

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission") having initiated an investigation ofthe

proposed acquisition by Respondent Flow International Corporation (hereinafter "Flow

International", "Respondent"; or "Respondent Flow International") ofOMAX Corporation, and it

now appearing that Flow International, hereinafter sometimes referred to as "Proposed

Respondent," is willing to enter into this Agreement Containing Consent Order ("Consent

Agreement") to license certain patents and providing for other relief.

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized

officers and attorney, and counsel for the Commission that:

1. Proposed Respondent Flow International is a corporation organized, existing and

doing business under and by virtue ofthe laws ofthe State ofWashington, with its

offices and principal place ofbusiness located at 23500 64th Avenue South, Kent,

Washington 98032.

2. Proposed Respondent admits all the jurisdictional facts set forth in the·draft of

Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission's Decision and Order, here attached
and made a part hereof, contain a statement offindings offact and

conclusions oflaw;

c. all rights to seek judicial review or otherwise to challenge or contest the

validity ofthe Decision and Order entered pursuant to this Consent

Agreement; and,

d. any claim under the Equal Access to Justice Act.

4. Not later than thirty (30) days after the date this Consent Agreement is signed by

Proposed Respondent, Proposed Respondent shall submit an initial report,

pursuant to Section 2.33 ofthe Commission's Rules, 16 C.F.R. § 2.33. Proposed

Respondent shall also submit subsequent reports every thirty (30) days thereafter

until the Decision and Order becomes final, at which time the report obligations of

the Decision and Order (other than the requirement to submit an initial report

pursuant to this Consent Agreement) shall control. Such reports shall be signed

under penalty ofperjury by the Proposed Respondent and shall set forth in detail

the manner in which Proposed Respondent has complied and will comply with the

Decision and Order. Such reports shall provide sufficient information to enable

the Commission to determine independently whether the Proposed Respondent is

in compliance with this Consent Agreement and the Decision and Order. Such

reports will not become part ofthe public record unless and until this Consent

Agreement and the accompanying Decision and Order is accepted by the

Commission for public comment.

5. This Consent Agreement shall not become part ofthe public record ofthe

proceeding unless and until it is accepted by the Commission. Ifthis Consent

Agreement is accepted by the Commission, it, together with the Complaint

contemplated thereby, will be placed on the public record for a period ofthirty

(30) days and information in respect thereto publicly released. The Commission

thereafter may either withdraw its acceptance ofthis Consent Agreement and so

notify Proposed Respondent, in which event it will take such action as it may

consider appropriate, or issue or amend its complaint if circumstances so require

and issue its Decision and Order, in disposition ofthe proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute

an admission by Proposed Respondent that the law has been violated as alleged in

the draft Complaint here attached, or that the facts as alleged in the draft

Complaint, other than jurisdictional facts, are true.

7. This Consent Agreement contemplates that, ifit is accepted by the Commission,

the Commission may (1) issue its Complaint corresponding in form and substance

with the draft Complaint here attached; and, (2) make information public with
respect thereto. Ifsuch acceptance is not subsequently withdrawn by the

Commission pursuant to the provisions ofCommission Rule 2.34, 16 C.F.R.

§ 2.34, the Commission may, without further notice to Proposed Respondent,

issue the attached Decision and Order containing an order to license in disposition

ofthe proceeding.

8. When final, the Decision and Order shall have the same force and effect, and may

be altered, modified or set aside in the same manner and within the same time

provided by statute for other orders. The Decision and Order shall become final

upon service. Delivery ofthe Complaint and Decision and Order to Proposed

Respondent by any means provided in Commission Rule 4.4(a), 16 C.F.R. §

4.4(a), shall constitute service. Proposed Respondent also waives any right it may

have to service of any document incorporated by reference into the Decision and

Order (whether or not such document exists when the Decision and Order is

issued), and agrees that it is bound to comply with the Decision and Order (and

any document incorporated by reference into it) to the same extent as ifit had

been served with the document.

9. The Complaint maybe used in construing the terms ofthe Decision and Order.

No agreement, understanding, representation, or interpretation not contained in

the Decision and Order, or the Consent Agreement, may be used to vary or

contradict the terms ofthe Decision and Order.

10. By signing this Consent Agreement, Proposed Respondent represents and

warrants that it can accomplish the full relief contemplated by the attached

Decision and Order, and that all parents, subsidiaries, affiliates, and successors

necessary to effect the full relief contemplated by this Consent Agreement are

parties to the Consent Agreement and are bound thereby as ifthey had signed this

Consent Agreement and were made parties to this proceeding and to the order.

11. By signing this Consent Agreement, Proposed Respondent represents and

warrants that any License (as defined in the Decision and Order) that has been

submitted to the Commission at the time ofthis Consent Agreement for approval

by the Commission in connection with the Commission's determination to make

the Decision and Order final comports with all ofthe relevant requirements ofthe

Decision and Order and requires Proposed Respondent to license relevant patents

as required by relevant divestiture requirements ofthe Decision and Order.

Proposed Respondent also represents and warrants that Proposed Respondent

shall interpret each such License in a manner that is fully consistent with all ofthe

relevant provisions and remedial purposes ofthe Decision and Order.

12. Proposed Respondent has read the Complaint and Decision and Order. Proposed

Respondent understands that once the Decision and Order has been issued it will
I "'{,\ Signed this f9 day ofJune, 2008.

FLOWINTERNATIONAL CORPORATION

Charles

~-- M. Brown

CEO and President

Flow International Corporation

lame Weiss

K& Gates

Co sel for Flow International Corporation

FEDERAL TRADE COMMISSION

/'1

Stuart J~'~~ Hirschfeld

Attorneys ad{//!---

Charles Harwood

Regional Director

Northwest Region

Kenneth L. Glazer c:::==

DeputyDirector

Bureau ofCompetition