**AGREEMENT** **1.  Definitions.**    Capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the CreditAgreement.**** **2.  ****Amendment to Credit Agreement.** **(a)  Amendment to Section 1.1.    **Section 1.1 of the Credit Agreement is hereby amended as follows:**** **(i)  Amendment of Definition of“Collateral.”**    The definition of “Collateral” is hereby amended by deleting it entirely and replacing it with the following:  “*Collateral*” means all personal or real property in which any of the Security Documents now or hereafter create or purport to create aLien.  **(ii)  Addition of Definition of “ControlAgreement.”    **The definition of “Control Agreement” is hereby added to the Credit Agreement as follows: **** “*Control Agreemen*t” means an agreement in substantially the form of *Exhibit K* hereto or any other agreement in form and substanceacceptable to Agent which gives Agent “control” over the Deposit Accounts for purposes of perfecting Agent’s security interest therein.  **(iii)  Addition of Definition of “Deeds of Trust.”**    The definition of “Deeds of Trust” is herebyadded to the Credit Agreement as follows:  “*Deeds of Trust*” means (i) the IndianaMortgage; (ii) when executed and delivered by the Borrower, Washington Deed of Trust; and (iii) any other real estate mortgages or deeds of trust from time to time executed by Borrower or any Guarantor to secure any of the obligations under the LoanDocuments.  **(iv)  Addition of Definition of “DepositAccounts.”**    The definition of “Deposit Accounts” is hereby added to the Credit Agreement as follows:  “*Deposit Accounts*” means the Deposit Accounts (as defined therein) in which the Security Agreement or Guarantor Security Agreement creates or purports to create a security interest. **(v)  Addition of Definition of “Environmental IndemnityAgreement.”**    The definition of “Environmental Indemnity Agreement” is hereby added to the Credit Agreement as follows:  “*Environmental Indemnity Agreement*” means that certain Environmental Indemnity Agreement dated as of the date of the Sixth Amendment by andamong Borrower, Lenders, Agent and in substantially the form of *Exhibit F* attached hereto. 2 
 **(vi)  Addition of Definition of “FinancialTransaction Obligations.”**    The definition of “Financial Transaction Obligations” is hereby added to the Credit Agreement as follows:  “*Financial Transactions Obligations*” means all indebtedness, liabilities and obligations of Borrower to Bank of America or any Affiliate ofBank of America now or hereafter existing, whether joint or several, direct or indirect, absolute or contingent or due or to become due, arising under or in connection with any agreement (including all schedules thereto, confirmations oftransactions thereunder, and documents, definitions, and agreements incorporated therein by reference or relating thereto) pursuant to which Bank of America has agreed to permit daylight overdrafts to occur on accounts maintained by Borrower withBank of America, provide remote disbursement services for Borrower, process automated clearing house (ACH) transactions for the account of Borrower or extend credit to Borrower, in the form of credit card accounts, including, without limitation, anyinterest due thereon, all fees, costs, and expenses incurred by Bank of America in connection therewith, and termination payments and indemnifications relating thereto.  **(vii)  Addition of Definition of “Guarantor Documents.”**    The definition of “Guarantor Documents”is hereby added to the Credit Agreement as follows:  “*Guarantor Documents*” meansthe Guaranty, the Guarantor Security Agreement and, when executed and delivered, any Deed of Trust executed by any Guarantor.  **(viii)  Addition of Definition of “Guarantor Security Agreement.”**    The definition of “Guarantor Security Agreement” is hereby added to theCredit Agreement as follows:**** “*Guarantor Security Agreement*” means thatcertain Security Agreement dated as of the date of the Sixth Amendment executed by, or otherwise binding upon, current and future Guarantors in favor of Agent and Lenders in substantially the form of *Exhibit H* attached hereto.  **(ix)  Amendment to Definition of “Guarantors.”**     Thedefinition of “Guarantor” is hereby amended by deleting it entirely and replacing it with the following:  “*Guarantors*” means the Domestic Subsidiaries listed on Schedule 7 to the Security Agreement and any other Domestic Subsidiary that from time to time executes and delivers a supplement in the form attachedto, or otherwise becomes bound by, the Guaranty.  **(x)  Addition of Definition of“Guaranty.”**    The definition of “Guaranty” is hereby added to the Credit Agreement as follows:  “*Guaranty*” means the Guaranty dated as of the date of the Sixth Amendment executed by Guarantors in favor of Agent and Lenders, and 3 
 by any additional Guarantors from time to time in accordance with this Agreement,in substantially the form of *Exhibit G* attached hereto.  **(xi)  Addition ofDefinition of “Indiana Mortgage.”**    The definition of “Indiana Mortgage” is hereby added to the Credit Agreement as follows:  “*Indiana Mortgage*” means that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of the dateof the Sixth Amendment executed by Borrower in favor of Agent and Lenders covering certain real property located in Indiana in substantially the form of *Exhibit E* attached hereto.  **(xii)  Amendment to definition of “Intercreditor Agreement.”**    The definition of “IntercreditorAgreement” is hereby deleted and replaced with the following:  “*IntercreditorAgreement*” means that certain Intercreditor Agreement dated as of the date of the Sixth Amendment by and among Borrower, Lenders, Agent, Guarantors and Noteholders in substantially the form of *Exhibit I* attached hereto.  **(xiii)  Amendment to Definition of “Loan Documents.”**    Thedefinition of “Loan Documents” is hereby deleted and replaced with the following:  “*Loan Documents*” means this Agreement, the Notes, the Letters of Credit, the Reimbursement Agreements, the Security Documents, the Guaranty, the Environmental Indemnity Agreement and all other certificates,instruments and other documents executed by or on behalf of Borrower or any Guarantor in connection with this Agreement or the transactions contemplated hereby (including, without limitation, the Control Agreements when executed and delivered). **(xiv)  Addition of Definition of “New BorrowerDocuments.”**    The definition of “New Borrower Documents” is hereby added to the Credit Agreement as follows:  “*New Borrower Documents*” means the Sixth Amendment, the Notes, the Security Agreement, the Pledge Agreement, the Indiana Mortgage, theEnvironmental Indemnity Agreement, and the Intercreditor Agreement.  **(xv)  Additionof Definition of “New UCC Financing Statements.”**    The definition of “New UCC Financing Statements” is hereby added to the Credit Agreement as follows:  *****“New UCC Financing Statements”*means the UCC financing statements filed or to be filed to perfect,or otherwise relating to, to security interests created by the Security Agreement, the Pledge Agreement or the Guarantor Security Agreement.******4 
**(xvi)  Addition of Definition of “Noteholders.”**    Thedefinition of “Noteholders” is hereby added to the Credit Agreement as follows:  “*Noteholders*” means John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company, Signature 4 Limited, and Signature 5 L.P.  **(xvii)  Addition of Definition of “Pledge Agreement.”**    The definition of “Pledge Agreement” ishereby added to the Credit Agreement as follows:  “*Pledge Agreement*” means thatcertain pledge agreement dated as of the date of the Sixth Amendment executed by Borrower in favor of Bank of America as agent for Lenders in substantially the form of *Exhibit C* attached hereto.  **(xviii)  Amendment to Definition of “Security Agreement.”**    The definitionof “Security Agreement” is hereby deleted and replaced with the following:  “*Security Agreement*” means that certain Amended and Restated Security dated as of the date of the Sixth Amendment executed by Borrower in favor of Agent in substantially the form of *Exhibit B* attached hereto. **(xix)  Addition of Definition of “SecurityDocuments.”**    The definition of “Security Documents” is hereby added to the Credit Agreement as follows:  “*Security Documents*” means the Security Agreement, the Pledge Agreement, the Deeds of Trust, the Guaranty Security Agreement, and the UCC Financing Statements.  **(xx)  Addition of Definition of “Sixth Amendment.”**    The definition of“Sixth Amendment” is hereby added to the Credit Agreement as follows:  “*SixthAmendment*” means that certain Amendment Number Six to Amended and Restated Credit Agreement dated as of August 23, 2002 among Borrower, Lenders and Agent.  **(xxi)  Amendment to Definition of “UCC Financing Statements.”**    The definition of “UCC FinancingStatements” is hereby deleted and replaced with the following:  “*UCC FinancingStatements*” means the UCC Financing (as defined in this Agreement prior to the date of the Sixth Amendment) together with the New UCC Financing Statements.  **(xxii)  Addition of Definition of “Washington Deed of Trust.”**    The definition of “Washington Deed ofTrust” is hereby added to the Credit Agreement as follows:  “*Washington Deed ofTrust*” means that certain Deed of Trust, Security Agreement and Financing Statement to be executed by Borrower in favor of Agent and Lenders covering certain real property located in Washington state in substantially the form of *ExhibitD* attached hereto. 5 
 **(b)  Amendment to Section2.9—Notes.    **The second and third sentences in Section 2.9 are deleted. The first sentence of Section 2.9 is hereby amended and restated to read as follows: **** The Revolving Loans shall be evidenced by promissory notes of Borrower substantially in the forms attached hereto as *Exhibits A-1*,***A-2,*** and*A-3* to the Sixth Amendment.  **(c)  Amendment to Section2.13—Application of Payments.    **Section 2.13 of the Credit Agreement is hereby amended by replacing the first sentence with the following:**** Any payment by Borrower hereunder shall be applied first, against fees, expenses and indemnities due hereunder; second, against interest then due in respectof any Loan; third, against amounts due under Section 3.4 hereof; fourth, against any Financial Transaction Obligations; and thereafter, ratably against amounts owing under Swap Documents and Loan principal.  **(d)  Amendment to Section 4.2—Conditions to All Loans and Issuances of Letters ofCredit.    **Section 4.2 is hereby amended by adding a new subsection (e) as follows:**** **(e)**  Neither the Agent nor any Lender shall have received from the Borrower or any Guarantor any notice terminating or purporting to terminate any Guarantor’s obligations under the Guaranty to which itis a party or claiming that any such Guaranty is not or will in the future not be fully enforceable against each Guarantor in accordance with their terms.  **(e)  Amendment to Section 5.5—Litigation.    **Section 5.5 is hereby amended and restated to read as follows: **** There are no actions, proceedings, investigations, or claims against or affecting Borrower or any Guarantor now pendingbefore any court, arbitrator or Governmental Authority (nor to the knowledge of Borrower has any thereof been threatened nor does any basis exist therefor) which might reasonably be determined adversely to Borrower or such Guarantor and which, ifdetermined adversely, would be likely to have a material adverse effect on the financial condition or operations of Borrower or any Guarantor or to impair Agent’s lien on the Collateral or Borrower’s or any Guarantor’s rights therein,except as described on Schedule 5.5 to the Sixth Amendment.  **(f)   Amendment to Section 5.6—LienPriority.    **Section 5.6 of the Credit Agreement is hereby amended deleting it entirely and replacing it with the following:**** **Lien Priority.**    On the date any Loan is made or any Letter of Credit is issued hereunder, each Security Document willconstitute a valid and perfected lien of first priority in and to all the Collateral and will be enforceable against all third parties in all jurisdictions as security for all obligations which such Security Document purports to secure.6 
 **(g)  Amendment to Section 5.16—RealProperty.    **The following is added as a new Section 5.16. **** **RealProperty.**    Schedule 5.16 to the Sixth Amendment accurately identifies all real property and real property interests (including leasehold interests) owned by Borrower and each Guarantor as of the date of the Sixth Amendment. **(h) Amendment to Section 6.8—Insurance.    **Section 6.8 of the Credit Agreement ishereby amended by replacing the reference to “Security Agreement” with “Security Documents.” **** **(i)  Amendment to Section 6.16—Guaranties and Security Agreements from Subsidiaries.    **Section 6.16 of the Credit Agreement is hereby amended by deleting it entirely and replacing it withthe following: **** **Guaranties and Security Agreements fromSubsidiaries.**    After any person becomes a Domestic Subsidiary of Borrower and unless Agent and the Majority Lenders provide prior written consent to the contrary, such Domestic Subsidiary shall execute and deliver to Agent,promptly upon Agent’s request: (a) a supplement to the Guaranty, unconditionally guarantying Borrower’s obligations under the Loan Documents, (b) a supplement to the Guarantor Security Agreement granting Agent for its benefit and theratable benefit of Lenders, a first priority and exclusive security interest in all personal property of such Domestic Subsidiary, (c) Deeds of Trust granting Agent for its benefit and the ratable benefit of Lenders, a first priority and exclusivelien in all real property of such Domestic Subsidiary, (d) a copy of a resolution adopted by the Board of Directors of such Domestic Subsidiary authorizing the execution, delivery, and performance of the Guaranty, Guarantor Security Agreement andany such Deed of Trust, and (e) such other documents and agreements as Agent may reasonably request. All of the foregoing documents shall be in form and substance satisfactory to Agent. Each such Domestic Subsidiary shall be referred to herein as a“Guarantor.”  **(j)  Amendment to Section 7.5—Liens.    **Section7.5 of the Credit Agreement is hereby amended by deleting it entirely and replacing it with the following: **** **Liens.    **Neither Borrower nor any Guarantor shall create, assume or suffer to exist any Lien except (a) liens pursuant to the Security Documents, (b) existing Liens reflected in the balance sheet referredto in Section 5.7, (c) Liens described on Schedule 7.5 to the Sixth Amendment, (d) the Junior Security Interest (as defined in the Intercreditor Agreement), but such Junior Security Interest shall be permitted only so long as the IntercreditorAgreement is in effect, and (e) with respect to any Guarantor, liens pursuant to the Guarantor Security Agreement. 7 
 **(k)  Amendment to Section 8.1(o)—Events ofDefault.**    Section 8.1(o) of the Credit Agreement is hereby amended by deleting it entirely and replacing it with the following: **** **(o)  Additional Event of Default.    **It shall be an additional Event of Default: **** (1)  if any of the following has not occurred within 30 days after the date of the Sixth Amendment:  (i)  Agent shall have received evidence of Agent’s perfected first priority lien in all of Borrower’sand Guarantors’ property located outside the United States (or in such portion of such property as Agent may request);  (ii)  notices of Agent’s security interest in all of Borrower’s and Guarantors’ registered patents and trademarks and applications for patents and trademarks shall have beenfiled with the applicable Governmental Authority;  (iii)  Borrower shall have dulyexecuted and delivered the Washington Deed of Trust to Agent and Borrower and each Guarantor shall have granted Agent a lien on their interests in all other real property located in the United States (or in such portion of such property as Agent mayrequest);  (iv)  Agent shall have received evidence satisfactory to it that (A) theliens referred to in clause (iii) above have been duly authorized, are enforceable against the grantor and all third parties, and have priority over all other Liens against such property other than Liens consented to by Agent, and (B) Borrower orthe applicable Guarantor has obtained all such consents or approvals from third parties as may be required in connection with the grant of each such lien;  (v)  Agent shall have received Control Agreements, duly executed by the parties thereto perfecting Agent’s security interest in all DepositAccounts;  (vi)  (A)  Avure Technologies, Inc. shall have duly issued sharecertificates evidencing all ownership interests therein; (B) Borrower shall have executed and delivered to Agent a Supplement (as defined in the Pledge Agreement) pledging such shares to Agent; (C) Borrower shall have delivered such sharecertificates to Agent together with assignments separate from certificate duly executed by Borrower in blank; and (D) Agent shall have received evidence satisfactory to it that such issuance, execution and delivery were duly authorized and effectiveand that 8 
 Agent has a perfected security interest in all such shares free of all Liensother than those expressly permitted by this Agreement;  (vii) (A) Agent shall have receivedevidence that all conditions to the attachment of Agent’s security interest in Borrower’s ownership interests in Flow Autoclave Systems, Inc., a Delaware corporation (“Flow Autoclave”) have been satisfied and that Agent has aperfected first priority security interest in all such ownership interests of Borrower; (B) Borrower shall have delivered to Agent all share certificates evidencing Borrower’s ownership of Flow Autoclave together with assignments separate fromcertificate duly executed by Borrower in blank; (C) Flow Autoclave shall have become a party to and bound by the Guaranty and Guarantor Security Agreement through the execution and delivery to Agent of Supplements (as defined in each suchagreement); and (D) Agent shall have received evidence satisfactory to it that the security interests granted by Flow Autoclave under the Guarantor Security Agreement are perfected first priority security interests free of all Liens other than thoseexpressly permitted by this Agreement; *provided*, *however*, a Event of Default shall not occur if any of clauses (A) through (D) of this subsection (vii) are not fulfilled notwithstanding the best efforts of Borrower.  (viii)  (A) Borrower shall have delivered to Agent share certificates evidencing Borrower’sownership interest in CIS Acquisition Corporation (“CIS”) and Flow Waterjet Florida Corporation (“Flow Waterjet”) together with assignments separate from certificate duly executed by Borrower in blank; (B) the shares of CIS andFlow Waterjet shall have been added to the Pledge Agreement through a Supplement as contemplated thereby; and (C) Agent shall have received evidence satisfactory to it that Agent’s security interests Borrower’s ownership interest in CISand Flow Waterjet are perfected first priority security interests free of all Liens other than those expressly permitted by this Agreement;  (ix)  (A) Borrower shall have delivered to Agent share certificates evidencing 65% of Borrower’s ownership interest in each of the Foreign Subsidiaries (as defined in the PledgeAgreement) together with assignments separate from certificate duly executed by Borrower in blank; (B) all such shares and ownership interests shall have been added to the Pledge Agreement through a Supplement as contemplated thereby; and (C) Agentshall have received evidence satisfactory to it that Agent’s security interests Borrower’s ownership interest in all such Foreign Subsidiaries are perfected first priority security interests free of all Liens other than those expresslypermitted by this Agreement; 9 
 (x)   All Waived Conditions (as defined below) shallhave been fulfilled to Agent’s satisfaction. “Waived Conditions” means any of the Conditions to Effectiveness set forth in Section 3 of the Sixth Amendment that were waived by Agent for the purposes thereof or otherwise not beenfulfilled in connection with effectiveness of the Sixth Amendment;  (xi)  Agent shallhave received from Borrower a completed Schedule 4 (Patents and Patent Licenses) and Schedule 5 (Trademarks and Trademark Licenses) to the Guarantor Security Agreement;  (xii)  Agent shall have received such other evidence as it may deem necessary or appropriate that all documents executed and/or delivered and allactions taken pursuant to clauses (i) through (xi) above have been duly authorized and are legally effective, binding and enforceable;  (xiii)  Agent shall have received a legal opinion from Borrower’s counsel (acceptable to Agent) in substantially in the form of *Exhibit J-2* hereto or otherwise covering, toAgent’s satisfaction, all matters covered by the opinion attached hereto *as Exhibit J-1* that have not, in Agent’s opinion, been adequately addressed by the opinion of counsel delivered in connection with the Sixth Amendment; and (xiv)  Borrower and Guarantors shall have provided such additional informationconcerning their real and personal property and assets as Agent may request; or  (2)  ifBorrower has not cooperated with Agent in conducting a collateral exam of inventory and accounts receivable, at Borrower’s expense, by October 31, 2002.  **(l)  Amendment of Section 8.1—Events of Default.    **Section 8.2 of the Credit Agreement is hereby amended by adding the word “or” after subsection(o) and adding the following new sections: **** **(p)  Guarantor Default; Invalidity ofGuaranty.    **(i) Any Guarantor shall fail to perform or observe any covenant, obligation or term of any Guarantor Document and such failureshall continue unremedied after the applicable grace period, if any, specifiedtherein; (ii) any misrepresentation or breach of any warranty by any Guarantor under any Guarantor Document shall occur; (iii) any of the events or circumstances referred to in Section 8.1(e) through 8.1(n) whose occurrence or existence wouldconstitute a Default or an Event of Default with respect to Borrower shall occur or exist with respect to any Guarantor; or (iv) any Guarantor ****10 
 Document shall for any reason be revoked or invalidated, or otherwise cease to be in full force andeffect (except as expressly permitted hereunder) in respect of any Guarantor, or any Guarantor or any other Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder;or  **(q)  Impairment of Security.    **Any Security Document ceases to be infull force and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect; or the Agent shall not have or shall cease to have a valid and perfected Lien of firs****t priority in theCollateral purported to be covered thereby.**** **3.  Conditions toEffectiveness.    **This Amendment (other than Sections 2(j)) shall become effective upon the fulfillment to Agent’s satisfaction (or Agent’s waiver) of all of the following conditions: **** **(a)  New Documents.    **The New Borrower Documents (other than the Intercreditor Agreement) and theGuarantor Documents shall have been duly executed and delivered by the parties thereto.**** **(b)  Security Interest and Lien.    **Agent shall have received evidence of perfection and the first priority of the security interest and liens created by the Security Documents and the absence ofany other Liens on the Collateral other than those expressly permitted by the Credit Agreement.**** **(c)  Borrower and Guarantor Authority.    **Agent shall have received in form and substance satisfactory to it (i) copies of the Articles of Incorporation and Bylaws of Borrower and each Guarantor,certified by the Secretary of Borrower or such Guarantor, as applicable; (ii) a copy of a resolution adopted by the Board of Directors of Borrower authorizing the execution, delivery and performance of the New Borrower Documents, certified by theSecretary of Borrower; (iii) a copy of a resolution adopted by the Board of Directors of each Guarantor authorizing the execution, delivery and performance of the Guarantor Documents, certified by the Secretary of the applicable Guarantor; (iv)evidence of the authority and specimen signatures of the persons who have signed the New Borrower Documents and the Guarantor Documents on behalf of Borrower and each Guarantor; (v) a Certificate of Good Standing dated as of a recent date issued bythe Secretary of State of Washington in respect of Borrower; (vi) a Certificate of Good Standing dated as of a recent date issued by the Secretary of State of each Guarantor’s state of incorporation and (vii) such other evidence of corporateauthority as Agent shall reasonably require.**** **(d)  LegalOpinion.    **Agent on behalf of each Lender shall have received a legal opinion of counsel to Borrower reasonably acceptable to Agent, substantially in form of *Exhibit J-1* hereto. **** **(e)  Fees and Expenses.    **Borrower shall have paid Agent for all fees and expenses (includingattorneys’ fees) incurred in connection with this Sixth Amendment.****11 
 Section 2(j) of this Amendment (amending Section 7.5 of the Credit Agreement) shall become effectivewhen the Conditions to Effectiveness set forth above have been fulfilled to Agent’s satisfaction (or waived by Agent) and, in addition, the Intercreditor Agreement shall have been executed and delivered by the parties thereto.  **3.  Representations and Warranties.    **Borrower hereby represents and warrants to theLenders and Agent that each of the representations and warranties set forth in Article 5 (as amended herein) 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 agreesthat 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.**** **4.  Release and Waiver.    **Borrower ratifies and reconfirms the Loan Documents (as amended herein)and all of its obligations and liabilities thereunder and hereby waives and releases any and all defenses that either of them may now have or hereafter acquire with respect to the Loan Documents based on or otherwise relating to any events orcircumstances which occurred or existed on or prior to the date hereof. Borrower hereby releases and forever discharges the Agent and the Lenders, their respective affiliates, and their respective officers, directors, agents and employees from everyclaim, demand and cause of action whatsoever, of every kind and nature, whether presently known or unknown, suspected or unsuspected, arising or alleged or to have risen or which shall arise hereafter from any act, omission or condition whichoccurred or existed on or prior to the date of this Amendment. **** **5.  No FurtherAmendment.    **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 heretoexpressly reaffirm and ratify their respective obligations thereunder.**** **6.  Fees andExpenses.    **Immediately upon the execution and delivery of this Amendment, Borrower shall have paid Agent for all fees and expenses (including attorneys’ fees) incurred in connection herewith.**** **7.  Governing Law.    **This Amendment shall be governed by and construed in accordance withthe laws of the State of Washington.**** **8.  Counterparts.    **ThisAmendment 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 sameagreement.**** **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 ENFORCEABLEUNDER WASHINGTON LAW.**12 
 IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number Six toAmended and Restated Credit Agreement as of the date first above written.  **BORROWER:**   **FLOW INTERNATIONAL CORPORATION**       By:          **Michael R. O’Brien****ChiefFinancial Officer**           By:         **John Leness****General Counseland Secretary****LENDERS:**   **BANKOF AMERICA, N.A.**      By:          **Thomas E. Brown****Senior VicePresident**    **U.S. BANK NATIONAL ASSOCIATION**      By:          **Elizabeth C. Hengeveld****VicePresident**    **KEYBANK NATIONAL ASSOCIATION**      By:          **Jason R. Gill****VicePresident****AGENT:**   **BANKOF AMERICA, N.A.**      By:          **Ken Puro****VicePresident**13 
 **Schedule 5.5****(to Sixth Amendment)** **Litigation** In addition to a number of product liability matters, all of which involve insured losses, the following contractual dispute is pending: *Robotic Production Technology, Inc. v. Flow International Corporation,*U.S. District Court, E.D. Mich.Case No. 99-74659.**14 
 **Schedule 5.16****(to Sixth Amendment)** **Real Property and Real Property Interests** **Borrower Real Property** **Name and Location****ofProperty** **Fee Owner/Lessor** **Nature of Borrower’s****Interest (if not Fee)**ASI Manufacturing Facility 1635Production Road,Jeffersonville, Indiana 47130  Borrower Fee SimpleCorporate Offices2350064th Avenue SouthKent, Washington 98032  Property Reserve, Inc. Leasehold InterestTechnical Center2330766th Avenue SouthKent, Washington 98032  Security Capital Industrial Trust Leasehold InterestCIS Robotics LocationDemo Lab/Training30000 Beck RoadWixom,Michigan 48393  Andrew B. Pelto, Trustee Leasehold InterestHydroDynamic CuttingServices Location207 Nolan RoadBroussard,Louisiana  To be provided by Borrower Leasehold Interest **Guarantor’s Real Property** **Name of Guarantor** **Name and Location of Property** **Fee Owner/Lessor** **Nature of Guarantor’s****Interest (if not Fee)**Avure Technologies, Inc. Corporate Offices  Southwind Office Center  Building A  8245 Tournament Dr.  Memphis, Tennessee 38125 Highwoods/Tennessee Holdings, LP Leasehold Interest15 
 **Schedule 7.5****(to Sixth Amendment)****Liens** The following liens, as amended, continued or assigned:  1.  UCC-1 filed on September 15, 1994 with the Washington Department of Licensing against Borrower as debtor by U.S. Bancorp Leasing & Financial as secured party under Filing No. 942580397 covering certain leasedequipment comprised of one new okuma MC-40VB vertical machining center and related controls and attachments describe therein subject to that certain Lease Agreement dated February 26, 1993.  2.  UCC-1 filed on August 25, 1997 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to Sanwa LeasingCorp., as secured party under Filing No. 972370362 covering certain leased equipment comprised of a copy machine.  3.  UCC-1 filed on March 23, 1998 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to Sanwa Leasing Corp., as secured party under Filing No. 980820100 coveringcertain leased equipment comprised of a fax machine.  4.  UCC-1 filed on April 29, 1999 with theWashington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to Fleet Leasing Corp., as secured party under Filing No. 991190205 covering certain leased equipment comprised of a fax machine.  5.  UCC-1 filed on May 24, 1999 with the Washington Department of Licensing against Borrower as debtor by PanasonicCommunications, assigned to Fleet Leasing Corp., as secured party under Filing No. 991440209 covering certain leased equipment comprised of a copy machine.  6.  UCC-1 filed on July 6, 1999 with the Washington Department of Licensing against Borrower as debtor by Winthrop Resources Corp., as secured party under Filing No. 991870742 coveringcertain leased equipment comprised of AS/400.  7.  UCC-1 filed on October 21, 1999 with the WashingtonDepartment of Licensing against Borrower as debtor by Winthrop Resources Corp., assigned to Fleet Business Credit Corp., as secured party under Filing No. 992940139 covering certain leased equipment comprised of computer and network equipment. 8.  UCC-1 filed on November 17, 1999 with the Michigan Department of State against Borrower as debtorby Crown Credit Company, as secured party under Filing No. D588465.  9.  UCC-1 filed on June 22, 2000with the Washington Department of Licensing against Borrower as debtor by PCL Leasing Corp., assigned to U.S. Bank, National 16 
 Association, as secured party under Filing No. 20001740030 covering certain leased equipment comprisedof computer and network equipment.  10.  UCC-1 filed on August 10, 2000 with the Washington Departmentof Licensing against Borrower as debtor by Winthrop Resources Corp. as secured party under Filing No. 20002230274, and assigned to U.S. Bankcorp Leasing & Financial on April 2, 2001, as secured party under Filing No. 20010920111 covering certainleased equipment comprised of computer and network equipment.  11.  UCC-1 filed on November 11, 2000with the Washington Department of Licensing against Borrower as debtor by Winthrop Resources Corp. as secured party under Filing No. 20003180416, and assigned to U.S. Bankcorp Leasing & Financial on April 2, 2001, as secured party under FilingNo. 20010920113 covering certain leased equipment comprised of computer and network equipment.  12.  UCC-1 filed on December 12, 2001 with the Washington Department of Licensing against Borrower as debtor by Minolta Business Solutions, as secured party under Filing No. 200200459558 covering certain leased equipmentcomprised of a copy machine.  13.  UCC-1 filed on April 13, 2001 with the Washington Department ofLicensing against Borrower as debtor by Jules and Associates, Inc., assigned to TCF Leasing, Inc., as secured party under Filing No. 20011030227 covering certain leased equipment comprised of manufacturing equipment.  14.  UCC-1 filed on February 22, 2002 with the Michigan Department of State against Borrower as debtor by Trumpf, Inc., assecured party under Filing No. D876799. 17