CFM TECHNOLOGIES INC, 10-Q, 1999-06-11

CFM TECHNOLOGIES INC
10-Q, 1999-06-11
SPECIAL INDUSTRY MACHINERY, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
April 30, 1999.
or

[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
_________ to __________

Commission File No. 0-27498

CFM TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 22-2298698
------------------------------ -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

150 OAKLANDS BLVD., EXTON, PENNSYLVANIA 19341
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (610) 280-8300

1336 ENTERPRISE DRIVE, WEST CHESTER, PENNSYLVANIA 19380
--------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes __X__ No ______

The number of outstanding shares of the Registrant's Common Stock, no par
value per share, on June 10, 1999 was 7,861,080.

<PAGE>

CFM TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX

PART 1. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:

Consolidated Balance Sheets (unaudited) as of
April 30, 1999 and October 31, 1998 ................. 3

Consolidated Statements of Operations (unaudited)for
the Three and Six Months ended April 30, 1999
and 1998 ............................................ 5

Consolidated Statements of Cash Flows (unaudited)
for the Six Months ended April 30, 1999 and 1998..... 6

Notes to Consolidated Financial Statements .......... 7

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................ 9

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K .................. 14

Signatures ........................................ 15

Exhibit Index ..................................... 16

<PAGE>

PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CFM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)

April 30, October 31,
ASSETS 1999 1998
-------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 21,299 $ 31,649
Short-term investments 12,026 9,745
Accounts receivable 14,048 14,040
Inventories 15,189 13,657
Prepaid expenses and other 2,288 5,020
-------- --------
Total current assets 64,850 74,111
-------- --------

PROPERTY, PLANT AND EQUIPMENT:
Land 540 540
Building and improvements 7,951 5,981
Machinery and equipment 10,137 9,599
Furniture and fixtures 1,470 1,423
-------- --------
20,098 17,543
Less - Accumulated depreciation
and amortization (7,921) (6,377)
-------- --------
Net property, plant and equipment 12,177 11,166
-------- --------
OTHER ASSETS 7,213 4,536
-------- --------
$ 84,240 $ 89,813
======== ========

The accompanying notes are an integral part of these financial statements.

<PAGE>

CFM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

April 30, October 31,
1999 1998
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt $ 611 $ 672
Accounts payable 2,991 1,800
Accrued expenses 6,730 7,373
-------- --------
Total current liabilities 10,332 9,845
-------- --------

LONG-TERM DEBT 1,916 2,186
-------- --------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000,000 authorized shares; no shares
issued or outstanding -- --
Common stock, no par value; 30,000,000
authorized shares; 8,000,880 and
7,964,366 shares issued 81,258 81,033
Treasury stock, 138,300 and 96,200 common
shares at cost (1,110) (762)
Deferred compensation (35) (47)
Retained earnings (deficit) (8,121) (2,442)
-------- --------
Total shareholders' equity 71,992 77,782
-------- --------
$ 84,240 $ 89,813
======== ========

The accompanying notes are an integral part of these financial statements.

<PAGE>

CFM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

Three Months Ended Six Months Ended
April 30, April 30,
----------------------- -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $ 6,724 $ 8,320 $ 12,776 $ 23,824
COST OF SALES 4,268 5,683 9,105 14,337
-------- -------- -------- --------
Gross profit 2,456 2,637 3,671 9,487
-------- -------- -------- --------

OPERATING EXPENSES:
Research, development and engineering 2,711 3,441 5,182 6,263
Selling, general and administrative 4,365 4,320 7,917 9,925
-------- -------- -------- --------
Total operating expenses 7,076 7,761 13,099 16,188
-------- -------- -------- --------
Operating loss (4,620) (5,124) (9,428) (6,701)

INTEREST (INCOME) EXPENSE, NET (397) (437) (823) (942)
-------- -------- -------- --------
Loss before income taxes (4,223) (4,687) (8,605) (5,759)

INCOME TAX BENEFIT (1,436) (1,406) (2,926) (1,728)
-------- -------- -------- --------
NET LOSS $ (2,787) $ (3,281) $ (5,679) $ (4,031)
======== ======== ======== ========

NET LOSS PER COMMON SHARE:
Basic $ (0.35) $ (0.41) $ (0.72) $ (0.51)
======== ======== ======== ========
Diluted $ (0.35) $ (0.41) $ (0.72) $ (0.51)
======== ======== ======== ========

SHARES USED IN COMPUTING NET LOSS PER
COMMON SHARE:
Basic 7,857 7,920 7,860 7,917
======== ======== ======== ========
Diluted 7,857 7,920 7,860 7,917
======== ======== ======== ========

</TABLE>

The accompanying notes are an integral part of these financial statements.

5
<PAGE>

CFM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

Six Months Ended
April 30,
-----------------------
1999 1998
-------- --------
OPERATING ACTIVITIES:
Net loss $ (5,679) $ (4,031)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 1,574 1,393
Deferred compensation 12 12
Deferred income tax benefit (2,926) (35)
(Increase) decrease in -
Accounts receivable (8) 10,195
Inventories (1,532) (2,250)
Prepaid expenses and other current assets 2,732 (1,376)
Other assets 219 83
Increase (decrease) in -
Accounts payable 1,191 (4,469)
Accrued expenses (643) (1,561)
-------- --------
Net cash used in operating
activities (5,060) (2,039)
-------- --------
INVESTING ACTIVITIES:
Purchases of short-term investments (25,848) (10,977)
Proceeds from short-term investments 23,567 9,341
Purchases of property, plant and equipment (2,555) (2,009)
Net cash (used in) provided by investing
-------- --------
activities (4,836) (3,645)
-------- --------
FINANCING ACTIVITIES:
Payments on long-term debt (331) (489)
Proceeds from sale of common stock, net -- 210
Proceeds from exercise of stock options 225 6
Purchase of treasury shares, at cost (348) --
-------- --------
Net cash used in financing activities (454) (273)
-------- --------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (10,350) (5,957)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 31,649 26,865
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 21,299 $ 20,908
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest expense $ 101 $ 77
Cash received for interest income 824 1,195
Cash paid (refunded) for income taxes (2,538) 105

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Machinery acquired under capital leases $ -- $ 487

The accompanying notes are an integral part of these financial statements.

6
<PAGE>

CFM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION:

The condensed financial statements included herein have been prepared by
CFM Technologies, Inc. without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. These statements include all adjustments
that, in the opinion of management, are necessary to provide a fair statement of
the results for the periods covered. These financial statements should be read
in conjunction with the audited financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998. The results of operations for the interim periods presented
are not necessarily indicative of the results for the full year.

(2) ACCOUNTS RECEIVABLE:

April 30, October 31,
1999 1998
----------- -----------
Billed $12,408,000 $10,058,000
Unbilled 1,640,000 3,982,000
----------- -----------
$14,048,000 $14,040,000
=========== ===========

Billed receivables are net of allowances for doubtful accounts of $82,000
and -$0- as of April 30, 1999 and October 31, 1998, respectively. Unbilled
receivables represent final retainage amounts to be billed upon completion of
the installation process.

(3) INVENTORIES:

April 30, October 31,
1999 1998
----------- -----------
Raw materials $ 8,837,000 $ 8,669,000
Work in progress 6,352,000 4,988,000
----------- -----------
$15,189,000 $13,657,000
=========== ===========

<PAGE>

(4) NET LOSS PER COMMON SHARE:

Basic net loss per common share was computed by dividing net loss by the
weighted average number of shares of common stock outstanding during the period.
The exercise of outstanding stock options into common stock would have been
antidilutive in the calculation of diluted net loss per common share for the
three and six month periods ended April 30, 1999 and 1998, and therefore was not
included in the calculation.

The net loss and weighted average common shares outstanding for purposes of
calculating net loss per common share are computed as follows:

Three Months Ended Six Months Ended
April 30, April 30,
--------------------------- ---------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net loss used for basic and
diluted net loss per
common share (2,787,000) (3,281,000) (5,679,000) (4,031,000)
========== ========== ========== ==========

Weighted average common
shares outstanding
used for basic net
loss per common share 7,857,000 7,920,000 7,860,000 7,917,000
========== ========== ========== ==========

Net loss per common share,
basic and diluted $ (0.35) $ (0.41) $ (0.72) $ (0.51)
========== ========== ========== ==========
</TABLE>

(5) GEOGRAPHIC INFORMATION:

Historically, a significant portion of the Company's sales has been to
Asian companies. Included in accounts receivable as of April 30, 1999 and
October 31, 1998, was $9.7 and $10.0 million, respectively, owed by Asian
companies, of which $2.1 and $2.9 million, respectively, was currently due.

(6) STOCK REPURCHASE AUTHORIZATION:

On June 9, 1998, the Board of Directors authorized the Company to
repurchase up to 750,000 shares of the Company's common stock in open market,
privately negotiated or other transactions in conformity with the rules of the
Securities and Exchange Commission. As of April 30, 1999, the Company had
repurchased 138,300 shares of common stock.

8
<PAGE>

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

CFM Technologies, Inc. ("CFM" or the "Company")designs, manufactures and
markets advanced wet processing equipment for sale to the worldwide
semiconductor and flat panel display ("FPD") manufacturing industries. The
Company was founded in 1984 and began commercial operations in 1990 following a
period of technology and product development, during which time the Company's
patented Full-Flow(TM) enclosed processing and Direct-Displace(TM) drying
technologies were developed.

The Company has derived substantially all of its revenues from the sale of
a relatively small number of its systems, which range in price from
approximately $1.2 million to $2.7 million. The Company sells its systems
worldwide and records a significant portion of its sales to customers outside
the United States. The Company's international sales have occurred in Korea,
Europe, Taiwan, Japan and Israel. The Company anticipates that international
sales will continue to account for a significant portion of net sales, although
the percentage of international sales is expected to fluctuate from period to
period. Because of the recent economic and currency situation in Asia, the
Company expects the proportion of its total net sales represented by
international sales to be lower during fiscal 1999 than it has been
historically. Orders from U.S. customers accounted for substantially all of the
Company's backlog at April 30, 1999.

RESULTS OF OPERATIONS

The following table sets forth certain financial data for the periods
indicated, expressed as a percentage of net sales:

Three Month Period Six Month Period
Ended Ended
April 30, April 30,
--------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----

<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Gross margin 36.5% 31.7% 28.7% 39.8%
Research, development and
engineering 40.3% 41.4% 40.6% 26.3%
Selling, general and
administrative 64.9% 51.9% 62.0% 41.7%
Loss from operations (68.7)% (61.6)% (73.8)% (28.1)%
Loss before income taxes (62.8)% (56.3)% (67.4)% (24.2)%
Net loss (41.4)% (39.4)% (44.5)% (16.9)%
</TABLE>

<PAGE>

Net Sales. Net sales for the three month period ended April 30, 1999 of
$6.7 million decreased 19.2% from $8.3 million in the corresponding period in
fiscal 1998. Net sales in the first quarter of fiscal 1999 were $6.1 million.
International sales represented 36.3% and 26.2% of total net sales for the three
months ended April 30, 1999 and 1998, respectively. The decrease in net sales
from the comparable prior year period was due to the continuing impact of the
broad semiconductor industry downturn caused by the general over-capacity in the
semiconductor and FPD manufacturing industries and the Asian economic and
currency situation. Net sales have increased over the past three quarters,
reflecting recent strengthening in the semiconductor industry.

For the first half of fiscal 1999 ended April 30, 1999, net sales of $12.8
million decreased 46.4% from $23.8 million during the first half of fiscal 1998.
International sales represented 19.1% and 61.1% of total net sales for the six
months ended April 30, 1999 and 1998, respectively. The decline in net sales
during the six-month period ended April 30, 1999, compared to the first half of
fiscal 1998 reflects the broad semiconductor industry downturn caused by the
general over-capacity in the semiconductor and FPD manufacturing industries, as
well as the Asian economic and currency situation.

Gross Profit. Gross profit as a percentage of net sales increased from
31.7% in the three-month period ended April 30, 1998 to 36.5% for the
corresponding period in fiscal 1999. The increase was primarily due to increased
warranty reserves, additional allowances for inventory obsolescence and system
reconfiguration costs recognized in the second quarter of 1998. Gross profit was
20.1% in the first quarter of fiscal 1999.

During the first half of fiscal 1999, gross profit decreased to 28.7% from
39.8% for the first half of fiscal 1998, predominantly as a result of
underabsorption of manufacturing costs resulting from decreased production
volume through April 1999. The Company moved into a new production facility
during the second quarter of fiscal 1999, and management anticipates improved
operating efficiencies with increased production volumes. The Company's gross
profit has varied significantly from quarter to quarter and will continue to be
affected by a variety of factors, including sales volumes, the mix and average
selling prices of systems, sales of OEM automation equipment which yield
relatively lower gross profits and the customization of systems.

Research, Development and Engineering. Research, development and
engineering expenses for the three months ended April 30, 1999 declined to $2.7
million from $3.4 million in the corresponding period during fiscal 1998.
Research, development and engineering expenses were $2.5 million in the first
quarter of 1999. During the second quarter of fiscal 1998, initial development
work on the Company's 300mm Full-Flow system was completed and the first
production unit was shipped to Semiconductor 300 (a joint venture of Siemens and
Motorola) in Dresden, Germany. In connection with this program, support modules
and related equipment valued at approximately $0.5 million were contributed by
CFM. The Company anticipates that research, development and engineering spending
in the coming quarters will continue at recent levels.

Research, development and engineering expenses for the six months ended
April 30, 1999 decreased by 17.3% to $5.2 million, or 40.6% of net sales, from
$6.3 million, or 26.4% of net sales, for the corresponding period during fiscal
1998. The development work and equipment contribution to the 300mm project at
Semiconductor 300 during fiscal 1998 discussed above was the primary cause of
the decrease. The Company continues to develop new products and new processes
for existing equipment, new products and to invest in its applications
laboratory, which is used for process development and demonstrations.

Selling, General and Administrative. Selling, general and administrative
expenses were $4.4 million, or 64.9% of net sales, in the quarter ended April
30, 1999, compared to $4.3 million, or 51.9% of net sales, in the quarter ended
April 30, 1998. Selling, general and administrative expenses were $3.6 million
for the first quarter of 1999. Selling, general and administrative expenses for
the second quarter of fiscal 1999 included recognition of an uncollectable
account and commission expenses associated with sales in Asia and legal expenses
related to the Company's ongoing efforts to protect its intellectual property
assets.

10
<PAGE>

For the six months ended April 30, 1999, selling, general and
administrative expenses decreased to $7.9 million, or 62.0% of net sales, from
$9.9 million, or 41.7% of net sales, for the six months ended April 30, 1998.
During the first half of fiscal 1998, the Company experienced an increase in
expenses for customer support, selling activity and legal expenses. The Company
believes that selling, general and administrative expenses, including ongoing
legal expenses related to patent litigation, will increase during the second
half of fiscal 1999.

Interest (Income) Expense, Net. Interest income, net of interest expense,
was $437,000 and $397,000 in the quarters ended April 30, 1998 and 1999,
respectively.

Interest income, net of interest expense, for the six months ended April
30, 1998 and 1999 was $942,000 and $823,000, respectively. The net interest
income recorded during these periods was the result of interest income earned by
the Company from investment of funds not immediately needed to support the
Company's operations.

Income Taxes. The Company's effective tax rate was 34% for the three and
six-month periods ended April 30, 1999, compared with 30% for the corresponding
periods in 1998. The income tax benefit recorded in 1999 has been recorded as a
deferred income tax asset. Based on an assessment of the Company's taxable
earnings history and expected future taxable income, management has determined
that it is more likely than not that the net deferred tax asset will be realized
in future periods. The Company may be required to provide a valuation allowance
for this asset in the future if it does not generate sufficient taxable income
as anticipated. Additionally, the ultimate realization of this asset could be
negatively impacted by market conditions and other variables not known or
anticipated at this time.

BACKLOG

As of April 30, 1999, the Company's backlog of orders was $7.7 million,
compared to $10.1 million as of April 30, 1998, and $6.4 million as of January
31, 1999. Customer orders for the second quarter of fiscal 1999 were $8.0
million, contributing to orders for the first half of fiscal 1999 of $11.6
million. All of the orders recorded during the second quarter of fiscal 1999
were for semiconductor systems, while orders from the U.S. accounted for 69% of
total orders and Asia showed an improvement to 27%, with the remainder of orders
coming from Europe. It has been the experience of the Company that neither
reported backlog at a particular date nor the pattern of receipt of orders is
necessarily indicative of future orders or revenues.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 1999, the Company had $21.3 million in cash and cash
equivalents, $12.0 million in short-term investments and $54.5 million in
working capital. At October 31, 1998, the Company had $31.6 million in cash and
cash equivalents, $9.7 million in short-term investments and $64.3 million in
working capital.

Approximately $5.1 million was used in operating activities during the six
months ended April 30, 1999, as compared with $2.0 million used in operating
activities during the six months ended April 30, 1998. The net cash used in
operating activities in the first half of 1999 was a result of the net loss of
$5.7 million, a deferred income tax benefit of $2.9 million and an increase in
inventory levels of $1.5 million. Cash provided by operating activities derived
from the receipt of income tax payments of $2.5 million related to the carry
back of net operating losses to prior periods, depreciation and amortization of
$1.6 million and additional accounts payable of $1.2 million.

During the first half of 1998, net cash of $2.0 million used in operating
activities resulted from a net loss of $4.0 million, decreased accounts payable
and accrued expenses of $6.0 million and increases in inventories of $2.2
million. Cash was provided by decreases in accounts receivable of $10.2 million
and depreciation and amortization of $1.4 million.

11
<PAGE>

As of both April 30, 1999 and October 31, 1998 the Company had accounts
receivable of $14.0, $9.7 and $10.0 million of which, respectively, was due from
Asian companies. Management performs an ongoing evaluation of the status of
accounts receivable balances, including the effect of the continued economic and
currency situation in certain Asian countries, in order to determine if any
additional allowances or any writeoffs are necessary. Management believes that
no additional allowance for doubtful accounts is needed at this time as the
Company believes that its accounts receivable are fully realizable. Given
current economic conditions, particularly in Asia, and the status of certain of
the Company's receivables, the Company may be required to record additional
allowances in future periods.

Acquisitions of property, plant and equipment were $2.6 million in the
first six months of fiscal 1999 and $2.0 million in the first six months of
fiscal 1998. The Company commenced the lease of its new 60,000 square foot
production facility during the first quarter of 1999 and its new 80,000 square
foot administrative facility during the second quarter of 1999. Fiscal 1999
acquisitions have included improvements to the Company's newly leased production
and administrative facilities and new telephone and networking equipment for
these facilities.

The Company has a relationship with a commercial bank which includes a
mortgage on one of the Company's manufacturing facilities in the amount of $0.8
million and a $7.5 million unsecured revolving demand line of credit with an
interest rate equal to the bank's prime rate. The mortgage bears interest at an
annual rate of 8.9%. As of April 30, 1999, no balance was outstanding under the
Company's line of credit.

The Company also has mortgage notes payable to the Pennsylvania Industrial
Development Authority in the amount of $0.5 million bearing interest at 2.0% and
to the Chester County Development Council in the amount of $0.1 million bearing
interest at 5.0%. In addition, the Company has outstanding capital lease
obligations in the amount of $1.2 million bearing interest at rates ranging from
7% to 12% per annum.

The Company believes that existing cash, cash equivalents and short-term
investments balances and its available line of credit will be sufficient to meet
the Company's cash requirements during the next 12 months. The Board of
Directors has authorized the repurchase of up to 750,000 shares of the company's
stock (see note 6 of the Notes to Consolidated Financial Statements). The
repurchase of stock is not expected to have a material adverse affect on the
Company's ability to meet its cash requirements during the next 12 months.
However, depending upon its rate of growth and profitability, the Company may
require additional equity or debt financing to meet its working capital
requirements or capital expenditure needs. There can be no assurance that
additional financing, if needed, will be available when required or, if
available, will be on terms satisfactory to the Company.

YEAR 2000 READINESS DISCLOSURE

At midnight on December 31, 1999, all computer systems that use two digits
to represent the year are at risk of malfunction or failure. Many systems will
continue to run, but may interpret any date in the year '00 to be prior to any
date in the year '99, posing potential data comparison problems, or may fail to
recognize that the year 2000, unlike 1900, is a leap year. Businesses and
systems that use a four-digit format to report and process dates later than
December 31, 1999 are often denoted as "Year 2000 compliant". While many systems
have no date comparison functions and operate in a date-independent mode, they
may have a date function. If full system operation and correct display of dates
subsequent to January 1, 2000 are possible, these systems may be denoted as
"Year 2000 operationally ready". Many systems and subsystems using two digit
dates will operate smoothly until the end of their technological or economic
life without regard to the actual date. These systems are unaffected by whether
it is 2000 or 1900, make no "real-time" date comparisons and have no date
display features. At the other extreme are systems which will cease functioning
or malfunction when an unacceptable date is perceived (which in some cases could
be during 1999).

The Company is committed to the operation of its business and the operation
of its products without interruption. Certain changes in the Company's operating
procedures may be needed to reduce risks or avoid complications relating to the
Year 2000 issue to ensure that the Company and its customers will not be
negatively impacted by Year 2000 issues.

12
<PAGE>

The Company's chief financial officer has been selected by the Company's
senior management as the coordinator for the Company's Year 2000 compliance
efforts. A team has been formed with active participation by the information
systems, purchasing, software engineering, marketing and customer services
departments and has been working since 1997 to enable the Company to meet its
Year 2000 goals.

The Company views Year 2000 issues in four categories of potential
exposure:

Products - This encompasses the Company's products offered for sale and the
products that are currently in service at customer sites.

Business applications and infrastructure - This includes all client/server,
desktop and network hardware and software used in routine business operations.

Business relationships and third parties - This includes the supply chain
for the Company's products, customers and service providers, including banks,
insurance companies, payroll and pension plan administrators, legal, accounting
and consulting firms, as well as public utilities, long distance
telecommunications providers, transportation and overnight delivery companies
and local government services.

Non-Information Technology ("Non-IT") - This includes embedded
microprocessors used in building facilities, manufacturing equipment and systems
and control systems and instrumentation.

State of Readiness

Products

The Company believes it is aware of the potential Year 2000 exposure of its
Full-Flow wet processing systems currently in production at customer sites or of
models available for sale. The Company has made an assessment of its exposure
using the Sematech Year 2000 Readiness Testing standard as the basis for its
assessment. This standard is one of two standards used by the semiconductor
equipment industry for assessing the Year 2000 readiness of the industry's
equipment. Based on an assessment under this standard, the Company's current
products available for sale and those shipped in the past year, with respect to
both hardware and software, are considered to be "Ready Now". Systems shipped
earlier will obtain the "Ready Now" standard once the on-board computer system
date is reset at the beginning of the new millenium. While the products are
"Ready Now" based on industry standards, customers may also elect to have their
on-board computer systems upgraded, for a fee, to be in technical compliance
(four-digit date representation). This upgrade is unnecessary in order to obtain
full functional operation. The Company has successfully completed Year 2000
testing on a representative cross-section of its products in production at a
customer site. While the Company believes it has undertaken all needed
assessment, validation and implementation of product related Year 2000 issues,
it intends to continue to search for any as yet unforeseen issues and develop
action plans to resolve such issues. The Company maintains a website, available
to its customers, that discusses Year 2000 issues related to its products
including detailed testing results.

Business applications and infrastructure

The Company has completed an assessment of all of its internally used
business applications (software) and the hardware on which such applications
run. This assessment was conducted primarily by contacting developers of the
systems and manufacturers of the hardware and obtaining statements regarding the
Year 2000 readiness of the software and hardware presently in use.

The primary enterprise-wide system used for business operations, including
order processing, systems design and documentation, procurement, manufacturing
and accounting has been described as Year 2000 compliant by the manufacturer.
The underlying hardware and operating system that the enterprise-wide system
runs on are also compliant, as described by their respective manufacturers.

13
<PAGE>

Desktop computers in use throughout the Company vary in their Year 2000
compliance for both hardware and software. While the majority of the hardware is
compliant, most of the non-compliant hardware may be upgraded with software from
the manufacturer available free over the Internet. The Company has a few
non-compliant machines that cannot be upgraded which are not currently in use
for any date comparison functions, and which it may elect to replace at a cost
of approximately $15,000. The Company is implementing Year 2000 compliant
desktop software and expects to have all computers using a date comparison
function upgraded by September 1999 at a cost to the Company of approximately
$20,000. Year 2000 compliant network server software is now available. The
Company intends to implement the upgrades to its server software by the end of
June 1999.

Business relationships and third parties

The Company has had varying success in assessing the Year 2000 readiness of
companies with which it has business relationships. In each case, the Company
has either contacted its vendors, customers or service providers or searched
their websites for information regarding Year 2000 compliance. While the Company
has received statements from many in this group, it has not yet obtained
certification statements from certain critical vendors. Many of the statements
received, including those from public utilities, stated intentions to become
compliant during 1999. The Company is pursuing additional discussions with
critical vendors to assess the potential impact, if any, on its operations.

Non-IT

A special effort has been made to identify embedded microprocessors with
date functions in any part, assembly, subsystem or OEM component used in or
distributed in conjunction with the Company's products. No such embedded
microprocessors have been discovered to date. Non-IT embedded microprocessors
may also be present in elevators, heating and air-conditioning systems,
telecommunications devices and manufacturing equipment.

Costs to Address Year 2000 Issues

Costs to address Year 2000 issues have primarily been incurred internally.
As the Company does not have a project tracking system, past and future Year
2000 costs can only be estimated.

Past costs are estimated to be $35,000 and future costs for internal labor
are expected to be approximately $15,000. Costs to replace desktop computers are
estimated to be $15,000 and software upgrades for the desktop computers are
estimated to be $20,000. The new telecommunications equipment, heating and
air-conditioning systems, and elevators in the Company's new facilities in
Exton, Pennsylvania were acquired in connection with the result of moving to
newly built facilities and not a result of Year 2000 issues. There may be
additional costs incurred for unforeseen Year 2000 issues. All costs will be
funded out of general operating funds and are not expected to be material.

Risks of the Company's Year 2000 Issues

Although not expected, the most likely worst case scenario includes the
inability of vendors to supply product on a timely basis and/or the inability of
customers to take delivery of currently ordered equipment, order additional
equipment or pay the Company for products already purchased.

Management will, in conjunction with its customers, continue to evaluate
currently identified and as yet unforeseen potential Year 2000 issues in its
products that could adversely affect customers' production capabilities.
Commercially available software capable of finding date comparison programs and
databases on desktop computers will be executed to minimize the risk of date
comparison errors. The Company will continue to seek readiness certification
from critical suppliers and customers.

14
<PAGE>

Contingency Plans

The Company is currently seeking alternate suppliers or obtaining in-house
capabilities for vendors that it deems to be both critical to the Company's
success and unable to adequately demonstrate Year 2000 readiness. As a part of
the Company's continuing customer service efforts, the Company is working with
its customers to encourage Year 2000 testing that includes the Company's
products.

The current status of the Company's efforts to deal with Year 2000 issues
has been posted on the Company's Internet site which may be viewed at
HTTP://WWW.CFMTECH.COM.

There can be no assurances that the Company will not experience serious
unanticipated negative consequences and/or material costs caused by undetected
errors or defects in technology used in its products or internal systems, which
are comprised predominantly of third party software and hardware, or by the
inability of third parties to adequately disclose and correct their Year 2000
issues. While the Company presently believes that the ultimate outcome of its
efforts to be Year 2000 ready will not have a material effect on the Company's
financial position, liquidity or operations, there can be no assurance that
unanticipated increased costs will not have a material effect on the Company's
results of operations.

LITIGATION

In the United States, the Company has asserted its U.S. Patent No.
4,911,761 (the "`761 patent")for Direct Displacement(TM) drying against
defendants in two actions alleging infringement, inducement of infringement, and
contributory infringement of the patent. The Company also is both a defendant
and a counterclaim plaintiff in a third proceeding where the plaintiff seeks a
declaratory judgment of non-infringement and that the `761 patent is invalid.
The Company has counterclaimed, alleging infringement, inducement of
infringement, and contributory infringement of both the `761 patent and U.S.
Patent Nos. 4,778,532 (the "`532 patent") and 4,917,123 (the "`123 patent").

On July 10, 1995, the Company filed an action against STEAG Microtech,
Inc. ("STEAG"), captioned CFMT, Inc. and CFM Technologies, Inc. v. STEAG
Microtech, Inc., Civil Action No. 95-CV442, in the United States District Court
for the District of Delaware. The Company sought damages and a permanent
injunction to prevent further infringement. STEAG denied infringement and
asserted, among other things, that the `761 patent is invalid and
unenforceable. On December 12, 1997, following a two-week trial, the jury
returned a verdict that STEAG willfully infringed the `761 patent and that
the patent was not invalid. The jury awarded the Company damages of $3,105,000.
The District Court subsequently upheld the jury's verdict and entered final
judgment and a permanent injunction in the Company's favor. STEAG appealed the
verdict and various rulings to the United States Court of Appeals for the
Federal Circuit ("CAFC"). On May 13, 1999, the CAFC affirmed the judgment of the
District Court in all aspects except one. With respect to infringement, the CAFC
vacated the judgment and remanded the case to the District Court for
reconsideration of its holding of literal infringement, instructing the court to
consider whether there was substantial evidence in the record to support one
aspect of the jury's infringement finding. The Company has petitioned for
rehearing of this CAFC decision. The CAFC has yet to rule on this request, but
has asked STEAG for a response.

On September 11, 1995, the Company filed an action against YieldUP
International Corp. ("YieldUP"), captioned CFMT, Inc. and CFM Technologies, Inc.
v. YieldUP International Corp., Civil Action No. 95-549-RRM, in the United
States District Court for the District of Delaware. The Company sought damages
and a permanent injunction to prevent further infringement. YieldUP denied
infringement and asserted, among other things, that the subject patent is
invalid and unenforceable. On October 14, 1997, the District Court issued a
decision granting summary judgment in favor of YieldUP on the grounds that the
process used in YieldUP's processing equipment does not infringe the `761
patent. The District Court subsequently granted the Company's request for
reargument of the decision, and the Company and YieldUP have submitted
additional briefs on the issue. The District Court has not issued a decision on
the reargued summary judgment motion.

<PAGE>

In March 1997, Dainippon Screen Mfg. Co. Ltd. and DNS Electronics LLC
(collectively, "DNS") filed an action against the Company captioned Dainippon
Screen Manufacturing Co., Ltd. and DNS Electronics, LLC v. CFMT, Inc. and CFM
Technologies, Inc., Civil Action No. 97-20270 JW, in the United States District
Court for the Northern District of California. In this action, DNS requested the
Court to declare that DNS does not infringe the `761 patent and that the
patent is invalid and unenforceable. DNS sought monetary damages and injunctive
relief for alleged violations of the Lanham Act, unfair competition, tortious
interference with prospective economic advantage, and unfair advertising. The
Court dismissed this action on the grounds of lack of personal jurisdiction and
absence of an indispensable party. DNS appealed this ruling, and the appellate
court reversed the district court decision as to the patent causes of action on
April 29, 1998. The case has been returned to the United States District Court
for the Northern District of California, although the causes of action relating
to the Lanham Act, unfair competition, tortious interference with prospective
economic advantage, and unfair advertising have been dismissed. The Company has
answered the complaint brought by DNS and has counterclaimed, alleging
infringement by DNS of the `532, `123, and `761 patents. Discovery is presently
ongoing with a claims construction hearing set for September 10, 1999, and trial
currently set to begin May 1, 2000.

On December 30, 1998, the Company filed an additional action against
YieldUP. Civil Action No. 98-790-RRM, in the United States District Court for
the District of Delaware. The Company is alleging patent infringement of the
`123 and `532 patents by YieldUP and is seeking a permanent injunction to
prevent YieldUP from using, making or selling equipment that violates these
patents. In addition, the Company is seeking damages for past infringement.

There can be no assurance that when any of the foregoing litigation is
final, any of the claims of the patents in suit will be found to encompass use
of the competitors' products or that the subject patents will not be found to be
unenforceable or invalid. A finding of invalidity or unenforceability could
result in the Company's competitors being able to develop products using the
Company's proprietary technology, which in turn could have a material adverse
effect on the Company. Further, there can be no assurance that any rights
granted under any of the Company's patents will provide adequate protection to
the Company, or that the Company will have sufficient resources to continue to
prosecute its rights in the current actions or others.

STEAG has filed nullification proceedings against the Company's drying
patents in Germany (DE68921757.8), UK (EP428,784), France (EP428,784),
Netherlands (23184), Ireland (66389), and Japan(2,135,270). The Company is
proceeding to defend these patents. These proceedings could result in the
nullification of the subject patents in some or all of the respective countries.
The Company may choose to abandon a patent in a country where, in the Company's
judgement, the anticipated costs of defending the nullity action are not
warranted in view of the patent's limited added value to CFM's existing patent
portfolio in that country. The decisions, if any, to abandon patents will be
made on a country-by-country basis.

In Japan, the Company filed an Invalidation Appeal of Japanese Patent No,
2634350 against Dainippon Screen Manufacturing K.K. Although there are no other
pending lawsuits against the Company regarding infringement of any existing
patents or other intellectual property rights or any claims that the Company is
infringing intellectual property rights of others, there can be no assurance
that such infringement claims will not be asserted by parties in the future.
Also, there can be no assurance in the event of such claims of infringement that
the Company will be able to obtain licenses on reasonable terms.

The Company's involvement in any patent dispute or other intellectual
property dispute or action to protect trade secrets and know-how could result in
a material adverse effect on the Company's business. Adverse determinations in
current litigation or any other litigation in which the Company may become
involved could subject the Company to significant liabilities to third parties,
require the Company to grant licenses to or seek licenses from third parties,
and prevent the Company from manufacturing and selling its products. Any of
these situations could have a material adverse effect on the Company.

16
<PAGE>

FORWARD LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q, including those
concerning the Company's expectations of future sales, gross profits, research,
development and engineering expenses, selling, general and administrative
expenses, product introductions, cash requirements and Year 2000 compliance,
include certain forward-looking statements. As such, actual results may vary
materially from such expectations. Factors which could cause actual results to
differ from expectations include variations in the level of orders which can be
affected by general economic conditions and growth rates in the semiconductor
and FPD manufacturing industries and in the markets served by the Company's
customers, the international economic and political climates, difficulties or
delays in product functionality or performance, the delivery performance of sole
source vendors, the timing of future product releases, failure to respond
adequately to either changes in technology or customer preferences, changes in
pricing by the Company or its competitors, ability to manage growth, risk of
nonpayment of accounts receivable, changes in budgeted costs, ability to
evaluate, identify and correct date recognition problems in software used by the
Company, its customers or suppliers or failure to realize a successful outcome
to pending patent litigation, all of which constitute significant risks. There
can be no assurance that the Company's results of operations will not be
adversely affected by one or more of these factors.

<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.5 Amended and Restated CFM Technologies, Inc. 1992 Employee Stock Option
Plan.

10.6 Amended and Restated CFM Technologies, Inc. 1995 Incentive Plan.

10.7 Amended and Restated CFM Technologies, Inc. Non-Employee Directors'
Stock Option Plan.

10.8 Amended and Restated CFM Technologies, Inc. Employee Stock Purchase
Plan.

27 Financial Data Schedule

(b) Reports on Form 8-K

On May 20, 1999, the Company filed a report on Form 8-K with respect to the
decision of the United States Court of Appeals for the Federal Circuit on May
13, 1999 in the matter of CFMT, INC. AND CFM TECHNOLOGIES, INC. V STEAG
MICROTECH, Inc., No. 98-1487. Included in the report was a copy of the decision
and a press release dated May 18, 1999 issued by the Company.

18
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: June 11, 1999

CFM Technologies, Inc.
(Registrant)

By: /s/ ROGER A. CAROLIN
----------------------------
Roger A. Carolin
Chief Executive Officer

By: /s/ LORIN J. RANDALL
----------------------------
Lorin J. Randall
Chief Financial Officer

19
<PAGE>

EXHIBIT INDEX

EXHIBIT
- -------

10.5 Amended and Restated CFM Technologies, Inc. 1992 Employee Stock Option
Plan.

10.6 Amended and Restated CFM Technologies, Inc. 1995 Incentive Plan.

10.7 Amended and Restated CFM Technologies, Inc. Non-Employee Directors'
Stock Option Plan.

10.8 Amended and Restated CFM Technologies, Inc. Employee Stock Purchase
Plan.

27 Financial Data Schedule.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: June 11, 1999

CFM Technologies, Inc.
(Registrant)

By: ____________________________
Roger A. Carolin
Chief Executive Officer

By: ____________________________
Lorin J. Randall
Chief Financial Officer

CFM TECHNOLOGIES, INC.

408,331 SHARES OF COMMON STOCK,
no par value per share

issuable pursuant to the

AMENDED AND RESTATED CFM TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK OPTION PLAN

------------------------------

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

------------------------------

CFM Technologies, Inc. (the "Company") has filed a Registration Statement
on Form S-8 with the Securities and Exchange Commission (the "Commission")
covering shares of the Company's common stock issuable upon exercise of options
granted under the Amended and Restated CFM Technologies, Inc. 1992 Employee
Stock Option Plan, the Amended and Restated CFM Technologies, Inc. Employee
Stock Purchase Plan, the Amended and Restated CFM Technologies, Inc. 1995
Incentive Plan and the Amended and Restated CFM Technologies, Inc. Non-Employee
Directors' Stock Option Plan. This document is being provided to all
participants in the Amended and Restated CFM Technologies, Inc. 1992 Employee
Stock Option Plan (the "Plan"). It contains a brief summary of certain Plan
provisions and incorporates certain documents filed by the Company with the
Commission.

The following Plan summary is not intended to amend or alter the Plan in
any manner nor does it address all Plan provisions. To the extent that the
information contained in the summary differs or conflicts with provisions of the
Plan, the terms of the Plan control. A copy of the Plan has been attached for
your convenience, but is not incorporated into this document. Additional
information concerning the Plan and the Plan administrators can be obtained by
contacting Lorin J. Randall, Vice President-Finance, CFM Technologies, Inc., 150
Oaklands Boulevard, Exton, PA 19341, (610) 280-8300.

--------------------

The date of this document is May 1, 1999

<PAGE>

No person has been authorized to give any information or to make any
representations, other than those contained in this document, in connection with
the offering contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by CFM
Technologies, Inc. This document does not constitute an offer to sell, or the
solicitation of an offer to buy, the securities covered by this document to any
person in any jurisdiction in which it is unlawful to make such an offer or
solicitation. Neither delivery of this document nor any sale made hereunder
shall, under any circumstances, create an implication that there has been no
change in the facts herein set forth since the date hereof or that the
information contained herein is correct as of any time subsequent to that date.

Persons who are deemed to be "affiliates" of CFM Technologies, Inc. under
the Securities Act of 1933 may reoffer or resell the shares of the Common Stock
acquired pursuant to the CFM Technologies, Inc. Employee Stock Purchase Plan
only pursuant to the registration provisions of the Securities Act of 1933, as
amended, or an exemption therefrom, including Rule 144 under the Securities Act
of 1933. Affiliates may not use this document for the reoffer or resale of such
shares.

TABLE OF CONTENTS

I. SUMMARY OF AMENDED AND RESTATED CFM TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK OPTION PLAN................................. 3
PURPOSE......................................................... 3
PLAN ADMINISTRATION............................................. 3
ELIGIBLE PARTICIPANTS........................................... 3
OPTION GRANTS................................................... 3
EXERCISING THE OPTIONS.......................................... 4
TERMINATION, AMENDMENT AND EXTENSION OF PLAN.................... 5
AMENDMENTS AND TERMINATION OF OPTIONS........................... 5
DEATH OF GRANTEE................................................ 6
TRANSFERABILITY OF OPTION....................................... 6
SALE OF SHARES OBTAINED UNDER THE PLAN.......................... 6
APPLICATION OF SECTION 16 OF THE EXCHANGE ACT................... 6
CERTAIN FEDERAL INCOME TAX CONSEQUENCES......................... 7
LEGAL REQUIREMENTS.............................................. 7

II. DOCUMENTS INCORPORATED BY REFERENCE ............................ 7

III. DOCUMENTS AVAILABLE UPON REQUEST ............................... 8

<PAGE>

I. SUMMARY OF AMENDED AND RESTATED CFM TECHNOLOGIES, INC. 1992
EMPLOYEE STOCK OPTION PLAN

PURPOSE

The purpose of the Plan is to enable the Company to compensate and provide
incentives to key employees, directors and officers of, and consultants and
advisors to the Company and its subsidiaries in carrying out their duties.

PLAN ADMINISTRATION

The Plan shall be administered by the Executive Compensation and Stock
Option Committee of the Company's Board of Directors (the "Committee"), which
shall consist of two or more directors of the Company, each of whom meets the
eligibility conditions provided in Rule 16b-3(b) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such rule
may be amended from time to time. The Committee has the power to construe and
interpret the Plan and stock options (the "Options") granted thereunder, to
establish and amend rules for its administration, to grant Options under the
Plan and to correct any defect or omission and reconcile any inconsistency in
the Plan or in any Options to the extent the Committee deems necessary to carry
the Plan into effect.

ELIGIBLE PARTICIPANTS

The Plan is available to key employees of the Company and its subsidiaries
and to such directors and officers of, and consultants and advisors to, the
Company and its subsidiaries as may be selected and approved by the Committee.

OPTION GRANTS

Options for a total of 408,331 shares of Common Stock have been issued
pursuant to the Plan, and no additional Options will be granted thereunder.

Options granted under the Plan may be either incentive stock options
("Incentive Stock Options") within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"), or non-qualified stock options
("Non-Qualified Stock Options"). Incentive Stock Options may only be granted to
key personnel of the Company and its subsidiaries, which the Committee shall
determine in its discretion. The Committee shall also determine the recipients
of Options, the number of shares of Common Stock subject to Options, the
exercise prices of Options (the "Option Price"), the types of Options to be
granted, the dates Options are granted and the duration of Options. Shares of
Common Stock issued upon the exercise of Options may be either authorized and
unissued shares, treasury shares or a combination of both. Options shall be
evidenced by, and subject to the terms of an agreement (an "Option Agreement")
which shall be in substantially the form attached to the Plan.

3
<PAGE>

The Option Price per share of Common Stock shall be fixed by the Committee
but, in the case of an Incentive Stock Option, shall be at least 100% of the
fair market value of a share of Common Stock on the date of the grant. In the
event that the grantee owns capital stock of the Company representing over 10%
of the total voting power of all classes of the Company's stock, the Option
Price per share shall not be less than 110% of the fair market value per share
of Common Stock on the date of the grant.

In the event of any reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation or other change in the
Common Stock, the Committee shall make appropriate changes in the number and
type of shares authorized by the Plan, the number and type of shares covered by
outstanding Options and the prices specified therein.

EXERCISING THE OPTIONS

VESTING OF OPTIONS

All Options granted shall be exercisable upon the happening of certain
events, the passage of a specified period of time or the fulfillment of a
condition, as shall be decided by the Committee when the Option is granted. The
Committee may, in its discretion, permit the purchase of shares under any Option
prior to the vesting of such Options under the Option Agreement.

METHOD OF EXERCISE

Grantees may exercise their Options by delivering to the Company written
notice specifying the number of shares to be purchased and the Option Price
therefor. The purchase price of shares purchased under the Plan shall be paid by
the Participant at the time of delivery of such shares in cash payable by
certified or cashier's check. If requested, the grantee shall supply the
Committee with such evidence as the Committee may deem necessary or desirable to
satisfy the Committee that the grantee is entitled to exercise the Option and
that such exercise is proper under the securities laws and any other laws or
regulations specified by the Committee. Upon payment in full of the Option Price
and satisfaction of the other conditions provided in the Plan, a stock
certificate representing the number of shares of Common Stock to which the
grantee is entitled shall be issued and delivered to the grantee.

CONDITIONS OF EXERCISE

If the Common Stock is listed on a national securities exchange or The
Nasdaq Stock Market, the issuance of any shares of Common Stock upon exercise of
an Option shall be conditioned upon such shares being listed on such exchange or
The Nasdaq Stock Market. The Company shall have no obligation to issue any
shares of Common Stock upon exercise of an Option unless and until such shares
are so listed, and the right to exercise any Option shall be suspended until
such listing has been effected. In addition, if the Committee determines that
the registration or qualification of the shares of Common Stock subject to an
Option under any state or federal securities or other laws, or any other
governmental consent or approval, is necessary or desirable, no such Option may
be exercised and no shares of Common Stock may be issued pursuant to such Option
unless such registration, qualification, consent or approval has been effected
or obtained.

4
<PAGE>

TERMINATION, AMENDMENT AND EXTENSION OF PLAN

Unless sooner terminated, the Plan shall terminate on December 31, 2003.
The Board of Directors has determined that no additional Options will be granted
under the Plan. Termination of the Plan will not affect Options granted before
such date and such Options will continue to be exercisable after the Plan
terminates.

The Committee may at any time make such additions or amendments to the Plan
as it deems advisable; PROVIDED, HOWEVER, that, it may not, without further
shareholder approval, (a) increase the maximum number of shares of Common Stock
issuable under the Plan, subject to exceptions in the event of any material
change in the Company's capital structure, (b) extend the term of the Plan, or
(c) change the class of persons eligible for grants of Options under the Plan.

AMENDMENTS AND TERMINATION OF OPTIONS

AMENDMENTS OF OPTIONS

The Committee may, in its discretion, modify the repurchase, confidential
information and covenant not to complete provisions in the form of Option
Agreement. The Committee may also change other provisions in the Option
Agreement to the extent that such changes would not require shareholder approval
of an amendment to the Plan under Rule 16b-3.

OPTION TERM

The term of each Option (the "Option Term") shall be set forth by the
Committee in the Option Agreement. No Option shall be exercisable more than ten
(10) years after the date of the grant of such Option, subject to the provisions
applicable upon the death of a grantee or the termination of a grantee's
employment. An Option intended to be an Incentive Stock Option which is granted
to a person owning capital stock of the corporation representing over 10% of the
total voting power of all classes of the Company's stock shall not be
exercisable more than five (5) years after the date of grant. If Options expire
unexercised, the shares of Common Stock subject to such Options shall again be
available for issuance under the Plan.

5
<PAGE>

DEATH OF GRANTEE

Unless otherwise specified in the Option grant, upon the death of an Option
holder, any Option held by such grantee that was exercisable on the date of
death may be exercised only by the executor or administrator of the grantee's
estate or by the person(s) to whom the grantee's rights pass by will or the laws
of descent and distribution.

TRANSFERABILITY OF OPTION

Options granted under the Plan are not transferable by the grantee other
than by will or by the laws of descent and distribution or pursuant to the
Employee Retirement Income Security Act, to the extent consistent with the terms
of the Plan and the Option. Options shall be exercisable only by the grantee,
during the grantee's lifetime (or by his or her guardian or legal
representative).

SALE OF SHARES OBTAINED UNDER THE PLAN

Grantees (except for "Affiliates" of the Company) are free to sell Common
Stock acquired by them under the Plan. "Affiliates" of the Company are persons
who (directly or indirectly) control, are controlled by, or are under common
control with the Company and, thus, may include the Company's directors and
executive officers. Affiliates of the Company may sell Common Stock acquired by
them under the Plan pursuant to the quantity and other limitations of Rule 144
under the Securities Act of 1933, as amended.

APPLICATION OF SECTION 16 OF THE EXCHANGE ACT

Grantees who are subject to Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are advised to consult with their own
counsel prior to the resale of their shares of Common Stock.

6
<PAGE>

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion generally describes the possible federal income
tax consequences of participating in the Plan. The description is based upon the
Code as it has been interpreted to the date hereof and therefore may not be a
sufficient description of the tax consequences if there were a change in the
Code as it is written or interpreted. Different rules than those summarized
below may apply to grantees subject to Section 16 of the Exchange Act and to
grantees who exercised their Options using previously-owned Common Stock.
Because the tax consequences may vary with each grantee, grantees are advised to
consult with their own tax advisors. No attempt has been made herein to describe
the state and local tax consequences of participating in the Plan, which may
differ significantly from the federal income tax consequences of such
participation.

Grantees of Options are subject to tax liability at the time the Options
are exercised, not at the time the Options are granted to them. Generally, for
Non-Qualified Stock Options, such as the Options granted under the Plan, a
grantee's tax liability is based on the amount by which the fair market value of
the Common Stock underlying the Option, calculated on the day the Option is
exercised, exceeds the Option exercise price. The Company will receive a
corresponding deduction. When the grantee subsequently disposes of the Common
Stock, the grantee will realize capital gain or loss, based on the difference
between the disposition price and the fair market value of the Common Stock at
the time the Option was exercised.

LEGAL REQUIREMENTS

The Plan is not qualified under Section 401(a) of the Code nor do the
provisions of the Employee Retirement Income Security Act of 1974 apply to the
Plan.

II. DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the SEC pursuant to the Securities Act
of 1933 and the Securities Exchange Act of 1934 by the Company are incorporated
herein by reference:

(a) The Company's Annual report on Form 10-K for the fiscal year
ended October 31, 1998.

(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1999.

(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission by the Company on June 10, 1996, as amended by
Amendment No. 1 on Form 8-A/A to the Company's Registration
Statement on Form 8-A, filed with the Commission by the Company
on June 14, 1996.

Each document filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such document.

7
<PAGE>

III. DOCUMENTS AVAILABLE UPON REQUEST

The Company will furnish, without charge, to each person to whom a copy of
this document is delivered, a copy of its most recent annual report to
shareholders, and will also deliver copies of all reports, proxy statements and
other communications distributed to its shareholders generally. The Company will
also provide, without charge, to each such person, on their written or oral
request, a copy of any or all of the documents incorporated herein by reference
and all documents constituting the Section 10(a) Prospectus (including any
current appendix) under the Securities Act of 1933, as amended, of which this
document is part. All such requests should be directed to Lorin J. Randall, Vice
President-Finance, CFM Technologies, Inc., 150 Oaklands Boulevard, Exton, PA
19341 ((610) 280-8300).

CFM TECHNOLOGIES, INC.

1,750,000 SHARES OF COMMON STOCK,
no par value per share

issuable pursuant to the

AMENDED AND RESTATED
CFM TECHNOLOGIES, INC. 1995 INCENTIVE PLAN

------------------------------

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

------------------------------

CFM Technologies, Inc. (the "Company") has filed a Registration Statement
on Form S-8 with the Securities and Exchange Commission (the "Commission")
covering shares of the Company's common stock issuable upon exercise of options
granted under the Amended and Restated CFM Technologies, Inc. 1995 Incentive
Plan, the Amended and Restated CFM Technologies, Inc. Employee Stock Purchase
Plan, the Amended and Restated CFM Technologies, Inc. Non-Employee Directors'
Stock Option Plan and the Amended and Restated CFM Technologies, Inc. 1992
Employee Stock Option Plan. This document is being provided to all participants
in the Amended and Restated CFM Technologies, Inc. 1995 Incentive Plan (the
"Plan"). It contains a brief summary of certain Plan provisions and incorporates
certain documents filed by the Company with the Commission.

--------------------

The date of this document is May 1, 1999

<PAGE>

Persons who are deemed to be "affiliates" of CFM Technologies, Inc. under
the Securities Act of 1933, as amended (the "Securities Act"), may reoffer or
resell shares of CFM Technologies, Inc.'s common stock acquired pursuant to the
Plan only pursuant to the registration provisions of the Securities Act, or an
exemption therefrom, including Rule 144. Affiliates may not use this document
for the reoffer or resale of such shares.

TABLE OF CONTENTS

PAGE
----

AVAILABLE INFORMATION ....................................... 3

INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE .......................................... 3

INCENTIVE PLAN .............................................. 4
General Information ......................................... 4
Administration .............................................. 4
Awards Under the Plan ....................................... 5
Eligibility ................................................. 5
Grant of Stock Options ...................................... 6
Awards of Restricted Stock .................................. 10
Termination or Amendment of the Plan ........................ 11
Nonassignment of Awards ..................................... 12
Resale of Shares ............................................ 12
Withholding of Applicable Taxes ............................. 12
No Right to Continued Employment or Service.................. 12
Other Conditions ............................................ 12
Term of the Plan ............................................ 13

<PAGE>

AVAILABLE INFORMATION

CFM Technologies, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information filed by the Company with the SEC may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional Offices
located at: Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and 7 World Trade Center, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference Section of the SEC
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed
rates.

The Company has filed with the SEC a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the shares of Common Stock, no par value per share, of the
Company (the "Shares") offered hereby. This document does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For further
information, reference is made to the Registration Statement.

Each person participating in the Amended and Restated CFM Technologies,
Inc. 1995 Incentive Plan (the "Plan") who does not otherwise receive such
material as a shareholder of the Company will be provided with copies of all
reports, proxy statements and other communications distributed to the
shareholders of the Company generally. The Company also undertakes to provide,
without charge, to each person to whom this document is delivered, upon written
or oral request of such person, a copy of any or all of the documents required
to be delivered pursuant to Rule 428(b) of the Securities Act and any or all of
the documents which have been incorporated by reference in Item 3 of Part II of
the Registration Statement (which documents are also incorporated by reference
in this document), other than exhibits to such documents. Requests for such
copies should be directed to Lorin J. Randall, Vice President-Finance, CFM
Technologies, Inc., 150 Oaklands Boulevard, Exton, PA 19341, (610) 280-8300.
Additional information about the Plan and the administrators may be obtained by
writing to the Company at the address listed above or by telephoning the Company
at (610) 280-8300.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the SEC pursuant to the Securities Act
and the Exchange Act by the Company are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998;

3
<PAGE>

(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended January 31, 1999; and

Each document filed subsequent to the date of this document pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such document.

INCENTIVE PLAN

The following is a summary of certain provisions of the Plan. This summary
does not purport to be complete and is qualified in its entirety by reference to
the Plan, a copy of which is filed as an exhibit to the Registration Statement.

GENERAL INFORMATION

The Plan was approved by the Board of Directors of the Company (the
"Board") on December 19, 1995 and by the shareholders of the Company on January
3, 1996, and was amended by the shareholders of the Company on March 11, 1997
and March 4, 1999 to increase the number of shares available thereunder.

The purpose of the Plan is to enable the Company to offer employees and
consultants who render services to the Company and its subsidiaries, options to
acquire equity interests in the Company and other incentive awards, thereby
attracting, retaining and rewarding such persons, and strengthening the
mutuality of interests between such persons and the Company's shareholders.

ADMINISTRATION

The Plan is administered and interpreted by the Executive Compensation and
Stock Option Committee of the Board (the "Committee"). The Committee is composed
of two or more directors of the Company, each of whom is a "disinterested
person" within the meaning of Rule 16b-3 under the Exchange Act. A director is a
"disinterested person" if he or she has not, during the one year period prior to
serving on the Committee, or while serving on the Committee, been granted or
awarded equity securities under the Plan or any other plan of the Company or any
of its subsidiaries. Directors are elected by the shareholders and serve for
one-year terms and until their respective successors are elected and qualified.
Members of the Committee are selected by the Board and serve at the pleasure of
the Board. The current member of the Committee is Brad S. Mattson.

4
<PAGE>

The Committee, subject to the provisions of the Plan, has the authority to
select the persons to whom stock options ("Stock Options") and restricted stock
("Restricted Stock") (as described below) shall be awarded and the amount,
terms, conditions and restrictions applicable to such Stock Options and
Restricted Stock (including, but not limited to, the option price, the term of
the option, and provisions relating to any restriction or limitation, any
vesting schedule or acceleration, or any forfeiture restrictions or waiver of
the award).

The Committee also has the authority to (i) adopt, alter and repeal such
administrative rules, guidelines and practices as it deems advisable for the
administration of the Plan; (ii) interpret the terms and provisions of the Plan
and any award granted thereunder; and (iii) otherwise supervise the
administration of the Plan. In addition, the Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any award
granted in the manner and to the extent it shall deem necessary to carry the
Plan into effect. In the event of any disagreement as to the interpretation of
the Plan or any rule or procedure thereunder, the decision of the Committee will
be final and binding upon all persons in interest.

AWARDS UNDER THE PLAN

The Plan contains provisions for (i) granting non-qualified stock options
("Non-Qualified Stock Options") and incentive stock options ("Incentive Stock
Options") (as described below), and (ii) awarding Shares as Restricted Stock.

The maximum number of Shares that may be issued under the Plan is
1,750,000. No participant may be granted awards of Stock Options representing
more than 50,000 Shares during any calendar year. The Shares may be either
authorized and unissued Shares or issued Shares reacquired by the Company. The
aggregate number of Shares issuable under the Plan and the number of Shares
subject to awards made under the Plan are subject to adjustment in the event of
a merger, reorganization, consolidation, recapitalization, dividend (other than
a regular cash dividend), stock split, or other change in corporate structure
affecting the Shares.

If any Stock Option granted under the Plan expires, terminates or is
canceled for any reason without having been exercised in full, the number of
unpurchased Shares will again be available for the purposes of the Plan.
Further, if any Shares of Restricted Stock are forfeited, the Shares subject to
such forfeiture shall again be available under the Plan.

ELIGIBILITY

All officers and other employees of the Company and its subsidiaries are
eligible to be granted Incentive Stock Options, Non-Qualified Stock Options and
Restricted Stock under the Plan. Any director who is also an employee of the
Company or a subsidiary shall also be eligible to receive Stock Options and
Restricted Stock under the Plan. Consultants to the Company and its subsidiaries
are only eligible to receive Non-Qualified Stock Options under the Plan.

5
<PAGE>

GRANT OF STOCK OPTIONS

The Plan permits the grant of Incentive Stock Options, as defined in
Section 422 of the Code, and Non-Qualified Stock Options. The Committee has the
authority to grant to any eligible person one or more Incentive Stock Options,
Non-Qualified Stock Options, or both types of options. To the extent that any
Stock Option does not qualify as an Incentive Stock Option (whether because of
its provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not qualify as an Incentive Stock
Option will constitute a separate Non-Qualified Stock Option.

PRICE. The option exercise price under the Plan will be fixed by the
Committee at the time of grant, but may not be less than 100% of the Fair Market
Value (as defined below) of the underlying Shares on the date the Stock Option
is granted if the Stock Option is intended to be an Incentive Stock Option (or
110% in the case of an Incentive Stock Option granted to a person who owns
immediately prior to the grant more than 10% of the total combined voting power
of all outstanding classes of stock of the Company (a "Ten Percent
Shareholder")). The "Fair Market Value" of a Share with respect to any day shall
be the average of the high and low sales prices of a Share as reported on The
Nasdaq Stock Market. The Committee may, in its discretion, grant Non-Qualified
Options at an option price per share which is below the Fair Market Value per
Share on the date of the grant.

METHOD OF EXERCISE. Stock Options may be exercised in whole or in part by
delivering written notice to the Company specifying the number of Shares to be
purchased. The notice shall be accompanied by payment in full of the option
price (see "Payment") and, if requested, a representation in writing that the
participant is acquiring the Shares without a view to redistribution. All
exercises are subject to such installment exercises and waiting periods as may
be imposed by the Committee.

PAYMENT. The option exercise price may be paid (i) in cash or by check,
(ii) to the extent determined by the Committee on or after the date of grant, in
the form of Shares duly owned by the participant (and for which the participant
has good title free and clear of any liens and encumbrances) or (iii) by a
reduction in the number of Shares issuable upon such exercise, based, in each
case, on the Fair Market Value of the Shares on the last trading date preceding
payment. Upon payment in full of the option exercise price and satisfaction of
certain other conditions set forth above (see "Method of Exercise"), a stock
certificate representing the number of Shares to which the participant is
entitled will be issued and delivered to the participant. A participant will not
be deemed to be the holder of Shares, or to have the rights of a holder of
Shares, with respect to Shares subject to an option, unless and until a stock
certificate representing the Shares subject to an option is issued to the
participant.

6
<PAGE>

STOCK OPTION CONTRACT. Each Stock Option will be evidenced by, and subject
to the terms of, a Stock Option Contract executed by the Company and the
participant. The Stock Option Contract will specify whether the Stock Option is
an Incentive Stock Option or a Non-Qualified Stock Option, the number of Shares
subject to the option, the option exercise price, the option term and other
terms and conditions applicable to the option.

TERM. The term of each Stock Option will be fixed by the Committee at the
time of grant. No Stock Option will be exercisable more than ten years after the
date it is granted (five years in the case of an Incentive Stock Option granted
to a Ten Percent Shareholder). Stock Options will be exercisable at such time or
times and subject to such terms and conditions as determined by the Committee at
the time of grant; PROVIDED, HOWEVER, that the Committee may waive any
installment exercise or waiting period provisions, in whole or in part, at any
time after the date of grant, based on such factors as the Committee deems
appropriate in its sole discretion. Subject to such installment exercise and
waiting period provisions as may be imposed by the Committee, Stock Options may
be exercised in whole or in part at any time during the option term.

TERMINATION OF EMPLOYMENT OR SERVICES. Unless otherwise determined by the
Committee, if a participant's employment with, or services as a director of or
consultant to, the Company and all of its subsidiaries terminates by reason of
retirement, any Stock Option held by the participant which was exercisable on
the date of such termination may be exercised by the participant within the
earlier of a period of one year from the date of such termination or until the
expiration of the stated term of such Stock Option.

Unless otherwise determined by the Committee, in the event that a
participant's employment with, or services as a director of or consultant to,
the Company and all its subsidiaries terminates by reason of the disability of
the participant, any Stock Option held by the participant shall become
immediately fully exercisable and may thereafter be exercised until the earlier
of one year after the date of such termination or until the expiration of such
Stock Option. If the participant dies during the one year period, any
unexercised Stock Options held by the Participant may thereafter be exercised by
the legal representative of the participant's estate until the earlier of one
year after the date of death or until the expiration of the term of such Stock
Option. If an Incentive Stock Option is exercised after the expiration of the
exercise period that applies for purposes of Section 422 of the Code, such Stock
Option will be treated as a Non-Qualified Stock Option.

7
<PAGE>

Unless otherwise determined by the Committee, if a participant's employment
with, or services as a director of or consultant to, the Company and all of its
subsidiaries terminates for any reason other than retirement, death or
disability, any Stock Option which was exercisable on the date of such
termination may be exercised within a period of 90 days from the date of
termination or until the expiration of the stated term of such option, whichever
period is shorter.

CHANGE OF CONTROL. In the event of a Change of Control (as defined below),
all outstanding Stock Options will immediately become fully exercisable, and
upon payment by the participant of the option exercise price, and, if requested
by the Company, a representation in writing that the participant is acquiring
the Shares without a view to distribution thereof, a stock certificate
representing the Shares covered thereby will be issued and delivered to the
participant. A "Change of Control" means the occurrence of any of the following
events: (i) the Company enters into an agreement of reorganization, merger or
consolidation, pursuant to which the Company or any of its subsidiaries is not
the surviving corporation, (ii) the Company sells substantially all of its
assets to a purchaser other than a subsidiary or (iii) shares of stock of the
Company representing in excess of 30% of the total combined voting power of all
outstanding classes of stock of the Company are acquired, in one transaction or
a series of transactions, by a single purchaser or group of related purchasers.

FEDERAL INCOME TAX CONSEQUENCES. The federal income tax consequences
applicable to options granted under the Plan will depend on whether the options
are Incentive Stock Options or Non-Qualified Stock Options.

NON-QUALIFIED STOCK OPTIONS. A participant will not be deemed to receive
any income at the time a Non-Qualified Stock Option is granted, nor will the
Company be entitled to a deduction at that time. However, when any part of a
Non-Qualified Stock Option is exercised, the participant will be deemed to have
received compensation taxable as ordinary income in an amount equal to the
difference between the option exercise price of the Non-Qualified Stock Option
and the fair market value of the Shares received upon the exercise of the
Non-Qualified Stock Option. Where a Non-Qualified Stock Option is exercised by a
director or executive officer within six months of the date of its grant, the
recognition of income in respect of such exercise will ordinarily be delayed
until such shares may be resold without incurring liability under Section 16(b)
of the Exchange Act (generally six months after the date of grant of the
Non-Qualified Stock Option), and in such case the amount of such ordinary income
will be determined as of the date of recognition based upon the fair market
value of the shares on that date. If, however, a participant subject to Section
16(b) of the Exchange Act files an appropriate election under Section 83(b) of
the Code with the Internal Revenue Service within thirty days of his or her
exercise of a Non-Qualified Stock Option that had been granted within the
six-month period ending on the date of such exercise, such participant will be
deemed to have received compensation taxable as ordinary income in an amount
equal to the difference between the exercise price and the fair market value, on
the date of exercise, of the shares received upon such exercise. The Company
will (subject to any applicable Code limitation) be entitled to a tax deduction
in an amount equal to the amount of compensation taxable as ordinary income when
such income is recognized by the participant.

8
<PAGE>

Upon any subsequent sale of the shares acquired upon the exercise of a
Non-Qualified Stock Option, any gain (the excess of the amount received over the
fair market value of the Shares on the date ordinary income was recognized) or
loss (the excess of the fair market value of the Shares on the date ordinary
income was recognized over the amount received) will be a long-term capital gain
or loss if the sale occurs more than one year after the date of exercise (or, if
later, the date when income was recognized by the optionee) and otherwise will
be a short-term capital gain or loss.

If all or any part of the exercise price of a Non-Qualified Stock Option is
paid by the participant with Shares (including Shares previously acquired upon
exercise of an Incentive Stock Option), no gain or loss will be recognized on
the Shares surrendered in payment. The number of Shares received on such
exercise of the Non-Qualified Stock Option equal to the number of Shares
surrendered will have the same basis and holding period, for purposes of
determining whether subsequent dispositions result in long-term or short-term
capital gain or loss, as the basis and holding period of the Shares surrendered.
The balance of the Shares received on such exercise will be treated for federal
income tax purposes as described in the preceding paragraphs as though issued
upon the exercise of the Non-Qualified Stock Option for an option exercise price
equal to the consideration, if any, paid by the participant in cash. The
participant's compensation, which is taxable as ordinary income upon such
exercise, and the Company's deduction will not be affected by whether the
exercise price is paid in cash or in Shares.

INCENTIVE STOCK OPTIONS. A participant will not be deemed to receive any
income at the time an Incentive Stock Option is granted or exercised pursuant to
the Plan. (However, special rules apply to participants who are subject to the
alternative minimum tax.) If a participant does not dispose of the Shares
acquired upon exercise of an Incentive Stock Option within two years after the
grant of the Incentive Stock Option and one year after the exercise of the
Incentive Stock Option, the gain (if any) on a subsequent sale (the excess of
the amount received over the exercise price) or loss (if any) on a subsequent
sale (the excess of the exercise price over the amount received) will be a
long-term capital gain or loss.

If the participant disposes of the Shares acquired upon exercise of an
Incentive Stock Option within two years after the date of grant of the Incentive
Stock Option or within one year after the exercise of the Incentive Stock
Option, the disposition is a "disqualifying disposition," and the participant
will generally recognize income in the year of the "disqualifying disposition"
equal to the excess of the amount received for the Shares over the exercise
price. Of that income, the portion equal to the excess of the fair market value
of the Shares at the time the Incentive Stock Option was exercised over the
option exercise price will be treated as compensation taxable as ordinary income
(for which the Company will be entitled to a tax deduction in the year of the
"disqualifying disposition") and the balance, if any, will be long-term or
short-term capital gain depending on whether the Shares were sold more than one
year after the Incentive Stock Option was exercised. However, in the case of a
"disqualifying disposition" that is a sale or exchange (other than a sale or
exchange with certain persons related to the participant), the amount of
compensation income recognized by the participant cannot exceed the excess of
the amount received over the option exercise price, even where the amount
received is less than the fair market value of the Shares at the time the
Incentive Stock Option was exercised. If a participant uses Shares acquired upon
the exercise of an Incentive Stock Option to exercise an Incentive Stock Option
at a time when the sale of such Shares would constitute a "disqualifying
disposition," the participant will recognize ordinary income in the amount
described in the preceding two sentences.

9
<PAGE>

THE FOREGOING IS A GENERAL SUMMARY OF FEDERAL INCOME TAX TREATMENT UNDER
PRESENT LAW. THESE RULES ARE COMPLEX AND SUBJECT TO CHANGE. EACH PARTICIPANT
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR FOR MORE DETAILED INFORMATION AS TO
THE TAX CONSEQUENCES APPLICABLE TO HIS OR HER OWN SITUATION.

AWARDS OF RESTRICTED STOCK

GENERAL. Awards of Restricted Stock are Shares granted to a participant
which, except as set forth below, will be forfeited to the Company if the
participant ceases to be an employee of the Company or any of its subsidiaries
during a restriction period specified by the Committee, not to exceed five years
from the date of grant of such award (the "Restriction Period"). The Committee
will determine the eligible employees to whom, and the time or times at which,
grants of Restricted Stock will be made, the number of Shares to be awarded, the
time or times within which such awards may be subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and the other terms and conditions
of the awards. The provisions of the awards need not be the same with respect to
each participant, and awards to individual participants need not be the same in
subsequent years. Subject to the provisions of the Plan, the Committee may
provide for the lapse of restrictions in installments and may waive such
restrictions, in whole or in part, at any time after the date of the award,
based on such factors as the Committee deems appropriate in its sole discretion.

RESTRICTED STOCK AGREEMENT. Each Restricted Stock award will be evidenced
by, and subject to the terms of, an agreement (the "Restricted Stock Agreement")
executed by the Company and the participant. The Restricted Stock Agreement will
specify the number of Shares subject to the award, the time or times within
which such Shares of Restricted Stock are subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and the other terms, conditions and
restrictions applicable to such award.

STOCK CERTIFICATES. When the restrictions applicable to a Restricted Stock
award, or any portion thereof, lapse, a stock certificate representing the
number of Shares covered by the award, or portion thereof, will be issued and
registered in the name of and delivered to the participant. A participant will
not be deemed the holder of Shares, or to have the rights of a holder of Shares,
with respect to Shares subject to the Restricted Stock award, unless and until
the forfeiture restrictions lapse and a stock certificate representing such
Shares is issued to such participant.

TERMINATION OF EMPLOYMENT OR SERVICE. If a participant's employment with
the Company and its subsidiaries is terminated during the Restriction Period due
to death or disability, restrictions will lapse with respect to a percentage of
the Restricted Stock award granted to the participant that is equal to the
percentage of the Restriction Period that has elapsed as of the date of death or
the date on which such disability commenced (as determined by the Committee in
its sole discretion) and a stock certificate representing such Shares will be
issued and delivered to the participant. All other awards of Restricted Stock
will be forfeited to the Company.

10
<PAGE>

CHANGE OF CONTROL. Upon a Change of Control (see "Incentive Plan - Grant of
Stock Options - Change of Control"), all Shares of Restricted Stock remaining
subject to forfeiture will immediately cease to be subject to forfeiture and
stock certificates representing such Shares will be issued and delivered to the
participants.

FEDERAL INCOME TAX CONSEQUENCES. Because Restricted Stock awarded under the
Plan is subject to forfeiture, receipt of the award should not be a taxable
event to the participant for federal income tax purposes. Rather, the
participant will generally be deemed to receive compensation taxable as ordinary
income, and the Company will be entitled to an equivalent deduction (subject to
any applicable Code limitation), on the date the forfeiture provisions lapse or
are waived, in an amount equal to the fair market value of the Shares on such
date, unless the participant files an appropriate election under Section 83(b)
of the Code to be taxed at the time of the award (in which event no deduction
will be allowed to the participant in the event of a forfeiture). The
participant's income and the Company's deduction is equal to the fair market
value of the Shares on the date of lapse or waiver of such restrictions (or on
the date of the award if the Section 83(b) election is made).

TERMINATION OR AMENDMENT OF THE PLAN

The Committee may at any time amend, discontinue or terminate the Plan or
any part thereof, provided that, unless otherwise required by law, the rights of
a participant with respect to awards granted prior to such amendment,
discontinuance or termination may not be impaired without the consent of such
participant, and provided further that, without approval by the shareholders of
the Company, no such amendment shall (i) materially increase the maximum number
of Shares issuable under the Plan, subject to certain exceptions in the event of
certain changes in the Company's capital structure, (ii) materially increase the
benefits accruing to participants under the Plan or (iii) materially modify the
requirements as to eligibility for participation in the Plan. The Committee may
amend the terms of any award previously granted, prospectively or retroactively,
but no such amendment may impair the rights of any holder of an award, without
the holder's consent. The Committee may also substitute new options for
previously granted options having higher option prices.

11
<PAGE>

NONASSIGNMENT OF AWARDS

Except as otherwise provided in the Plan, any award granted under the Plan
and the rights and privileges conferred thereby may not be sold, transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and is not subject to execution, attachment or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
such award, right or privilege contrary to the provisions of the Plan, or upon
the levy of any attachment or similar process upon the rights and privileges
conferred thereby, such award and the rights and privileges conferred thereby
will immediately terminate and the award will immediately be forfeited to the
Company.

RESALE OF SHARES

The Plan imposes no limitation or restriction on the resale of Shares
acquired under the Plan. Participants in the Plan who are not "affiliates" of
the Company may generally resell, without restriction, Shares acquired under the
Plan. Plan participants who may be deemed to be "affiliates" of the Company may
resell Shares acquired under the Plan pursuant to Rule 144 under the Securities
Act or in a transaction otherwise exempt from registration under the Securities
Act.

WITHHOLDING OF APPLICABLE TAXES

The Company has the right to reduce the number of Shares otherwise
deliverable under the Plan by an amount that would have a Fair Market Value on
such date equal to the amount of all federal, state and local taxes required to
be withheld by the Company, or to deduct the amount of such taxes from any cash
payment otherwise to be made to the participant. In connection with such
withholding, the Committee may make such arrangements as are consistent with the
Plan as it deems appropriate.

NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE

Neither the Plan nor the grant of an award thereunder confers upon any
participant any right to continued employment with the Company or any subsidiary
or limits in any way the right of the Company or any subsidiary to terminate a
participant's employment or services as a consultant.

OTHER CONDITIONS

If the Shares are listed on a national securities exchange or The Nasdaq
Stock Market, the issuance of any Shares pursuant to an award will be
conditioned upon such Shares being listed on such exchange or The Nasdaq Stock
Market. The Company shall have no obligation to issue such Shares unless and
until such Shares are listed, and the right to exercise any Stock Option or vest
in any Restricted Stock shall be suspended until such listing is effected. In
addition, if at any time counsel to the Company is of the opinion that any sale
or delivery of Shares pursuant to an award is or may be unlawful or result in
the imposition of excise taxes, the Company shall have no obligation to make
such sale or delivery, or to maintain any qualification or registration under
the Securities Act, or otherwise, and the right to exercise any Stock Option or
vest in any Restricted Stock shall be suspended until, in the opinion of such
counsel, such sale or delivery is lawful or will not result in the imposition of
excise taxes. Upon termination of any period of suspension, any award affected
by such suspension which shall not then have expired or terminated will be
reinstated as to all Shares available before such suspension and as to Shares
which would otherwise have become available during the period of such
suspension, but no such suspension shall extend the term of any Stock Option.

12
<PAGE>

TERM OF THE PLAN

No Stock Option or Restricted Stock may be granted, pursuant to the Plan,
on or after January 3, 2006, but awards granted prior to such date may extend
beyond such date.

<PAGE>

AMENDED AND RESTATED
CFM TECHNOLOGIES, INC.
1995 INCENTIVE PLAN

(Revised May 1999)

ARTICLE I

PURPOSE

The purpose of the 1995 Incentive Plan (the "Plan") is to enable CFM
Technologies, Inc. (the "Company") to offer employees of and consultants to the
Company and its Subsidiaries equity interests in the Company, options to acquire
equity interest in the Company, and other incentive awards, thereby attracting,
retaining and rewarding such persons, and strengthening the mutuality of
interests between such persons and the Company's shareholders.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 "AWARD" shall mean an award under the Plan of a Stock Option or
Restricted Stock.

2.2 "BOARD" shall mean the Board of Directors of the Company.

2.3 "CHANGE OF CONTROL" shall mean the occurrence of any one of the
following: (i) the Company enters into an agreement of reorganization, merger or
consolidation pursuant to which the Company or a Subsidiary is not the surviving
corporation, (ii) the Company sells substantially all its assets to a purchaser
other than a Subsidiary, or (iii) shares of stock of the Company representing in
excess of 30% of the total combined voting power of all outstanding classes of
stock of the Company are acquired, in one transaction or a series of
transactions, by a single purchaser or group of related purchasers.

2.4 "CODE" shall mean the Internal Revenue Code of 1936, as amended.

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2.5 "COMMITTEE" shall mean the Executive Compensation and Stock Option
Committee of the Board, consisting of two or more members of the Board, each of
whom shall be a "disinterested person" within the meaning of Rule 16b-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.

2.6 "COMMON STOCK" shall mean the Common Stock, no par value per share, of
the Company.

2.7 "DISABILITY" shall mean a disability that results in a Participant's
Termination of Employment with the Company or a Subsidiary, as determined
pursuant to standard Company procedures.

2.8 "FAIR MARKET VALUE" for purposes of the Plan, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder,
shall mean, as of any date, the average of the high and low sales prices of a
share of Common Stock as reported on the principal national securities exchange
on which the Common Stock is listed or admitted to trading, or, if not listed or
traded on any such exchange, The Nasdaq Stock Market ("Nasdaq"), or, if such
sales prices are not available, the average of the bid and asked prices per
share reported on Nasdaq, or, if such quotations are not available, the fair
market value as determined by the Board, which determination shall be
conclusive.

2.9 "INCENTIVE STOCK OPTION" shall mean any Stock Option awarded under the
Plan intended to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.

2.10 "NON-QUALIFIED STOCK OPTION" shall mean any Stock Option granted under
the Plan that is not an Incentive Stock Option.

2.11 "PARTICIPANT" shall mean an employee or consultant to whom an Award
has been granted.

2.12 "RESTRICTED STOCK" shall mean an Award granted pursuant to Article VII
of the Plan that is subject to forfeiture if the Participant ceases to be an
employee during a specified

2.13 "RESTRICTION PERIOD" shall have the meaning set forth in Section
7.2(c).

2.14 "STOCK OPTION" or "OPTION" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI of the Plan.

2.15 "SUBSIDIARY" shall mean any subsidiary of the Company, 80% or more of
the voting stock of which is owned, directly or indirectly, by the Company.

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2.16 "TERMINATION OF EMPLOYMENT" shall mean a termination of employment or
a consulting arrangement with the Company and all of its Subsidiaries for
reasons other than a military or personal leave of absence granted by the
Company or any Subsidiary.

ARTICLE III

ADMINISTRATION

3.1 THE COMMITTEE. The Plan shall be administered and interpreted by the
Committee.

3.2 AWARDS. The Committee shall have full authority to grant, pursuant to
the terms of the Plan, Stock Options and Restricted Stock to persons eligible
under Article V. In particular, the Committee shall have the authority:

(a) to select the persons to whom Stock Options and Restricted Stock
may from time to time be granted;

(b) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options and Restricted Stock, or any combination
thereof, are to be granted to one or more persons eligible to receive
Awards under Article V;

(d) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Award granted hereunder (including, but not
limited to, the option price, the option term, and provisions relating to
any restriction or limitation, any vesting schedule or acceleration, or any
forfeiture restrictions or waiver of the Award).

3.3 GUIDELINES. Subject to Article VIII hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan as it shall, from time to time, deem advisable;
to interpret the terms and provisions of the Plan and any Award granted under
the Plan (and any agreements relating thereto); and to otherwise supervise the
administration of the Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it shall deem necessary to carry the Plan into effect.
Notwithstanding the foregoing, no action of the Committee under this Section 3.3
shall impair the rights of any Participant without the Participant's consent,
unless otherwise required by law.

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3.4 DECISIONS FINAL. Any decision, interpretation or other action made or
taken in good faith by the Committee arising out of or in connection with the
Plan shall be final, binding and conclusive on the Company, all Participants and
their respective heirs, executors, administrators, successors and assigns.

ARTICLE IV

SHARE LIMITATION

4.1 SHARES. The maximum aggregate number of shares of Common Stock that may
be issued under the Plan is 1,750,000 (subject to any increase or decrease
pursuant to Section 4.3), which may be either authorized and unissued shares of
Common Stock or issued Common Stock reacquired by the Company. If any Option
granted under the Plan shall expire, terminate or be canceled for any reason
without having been exercised in full, the number of unpurchased shares shall
again be available for the purposes of the Plan. Further, if any shares of
Restricted Stock are forfeited, the shares subject to such Award, to the extent
of such forfeiture, shall again be available under the Plan.

4.2 INDIVIDUAL LIMIT. No employee or consultant may be granted Awards
covering more than 50,000 shares of Common Stock (subject to increase or
decrease pursuant to Section 4.3) during any calendar year.

4.3 CHANGES. In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend), stock split, or
other change in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the maximum aggregate number of
shares which may be issued under the Plan, the maximum number of shares with
respect to which Awards may be granted to any individual during any year, the
number and option price of shares subject to outstanding Options, and the number
of shares subject to other outstanding Awards, as may be determined to be
appropriate by the Committee, in its sole discretion, provided that the number
of shares subject to any Award shall always be a whole number.

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ARTICLE V

ELIGIBILITY

All officers and other employees of the Company and its Subsidiaries are
eligible to be granted Incentive Stock Options, Non-Qualified Stock Options and
Restricted Stock under the Plan. A Director who is an employee of the Company or
a Subsidiary shall be eligible to receive Awards pursuant to this Article V.
Consultants to the Company and its Subsidiaries are eligible to be granted
Non-Qualified Stock Options under this Plan.

ARTICLE VI

STOCK OPTIONS

6.1 OPTIONS. Each Stock Option granted under the Plan shall be either an
Incentive Stock Option or a Non-Qualified Stock Option.

6.2 GRANTS. The Committee shall have the authority to grant to any person
eligible under Article V one or more Incentive Stock Options, Non-Qualified
Stock Options, or both types of Stock Options. To the extent that any Stock
Option does not qualify as an Incentive Stock Option (whether because of its
provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not qualify as an Incentive Stock
Option shall constitute a separate Non-Qualified Stock Option.

6.3 INCENTIVE STOCK OPTIONS. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify the Plan under Section
422 of the Code, or, without the consent of the Participants affected, to
disqualify any Incentive Stock Option under such Section 422.

6.4 TERMS OF OPTIONS. Options granted under the Plan shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable:

(a) STOCK OPTION CONTRACT. Each Stock Option shall be evidenced by,
and subject to the terms of, a Stock Option Contract executed by the
Company and the Participant. The Stock Option Contract shall specify
whether the Option is an Incentive Stock Option or a Non-Qualified Stock
Option, the number of shares of Common Stock subject to the Stock Option,
the option price, the option term, and the other terms and conditions
applicable to the Stock Option.

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(b) OPTION PRICE. Subject to subsection (l) below, the option price
per share of Common Stock purchasable upon exercise of a Stock Option shall
be determined by the Committee at the time of grant, but shall be not less
than 100~ of the Fair Market Value of the Common Stock on the date of grant
if the Stock Option is intended to be an Incentive Stock Option. The
Committee may, in its discretion, grant Non-Qualified Options at an option
price per share which is below the Fair Market Value of the Common Stock on
the date of grant.

(c) OPTION TERM. Subject to subsection (l) below, the term of each
Stock Option shall be fixed by the Committee at the time of grant, but no
Stock Option shall be exercisable more than ten years after the date it is
granted.

(d) EXERCISABILITY. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by
the Committee at the time of grant; provided, however, that the Committee
may waive any installment exercise or waiting period provisions, in whole
or in part, at any time after the date of grant, based on such factors as
the Committee shall deem appropriate in its sole discretion.

(e) METHOD OF EXERCISE. Subject to such installment exercise and
waiting period provisions as may be imposed by the Committee, Stock Options
may be exercised in whole or in part at any time during the option term by
delivering to the Company written notice of exercise specifying the number
of shares of Common Stock to be purchased and the option price therefor.
The notice of exercise shall be accompanied by payment in full of the
option price and, if requested, by the representation described in Section
10.2. Payment of the option price may be made (i) in cash or by check
payable to the Company, (ii) to the extent determined by the Committee on
or after the date of grant, in shares of Common Stock duly owned by the
Participant (and for which the Participant has good title free and clear of
any liens and encumbrances) or (iii) by reduction in the number of shares
of Common Stock issuable upon such exercise, based, in each case, on the
Fair Market Value of the Common Stock on the last trading date preceding
the date of exercise. Upon payment in full of the option price and
satisfaction of the other conditions provided herein, a stock certificate
representing the number of shares of Common Stock to which the Participant
is entitled shall be issued and delivered to the Participant.

(f) DEATH. Unless otherwise determined by the Committee on or after
the date of grant, in the event of a Participant's Termination of
Employment by reason of death, any Stock Option held by such Participant
which was exercisable on the date of death may thereafter be exercised by
the legal representative of the Participant's estate until the earlier of
one year after the date of death or the expiration of the stated term of
such Stock Option, and any Stock Option not exercisable on the date of
death shall be forfeited.

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(g) DISABILITY. Unless otherwise determined by the Committee on or
after the date of grant, in the event of a Participant's Termination of
Employment by reason of Disability, any Stock Option held by such
Participant which was exercisable on the date of such Termination of
Employment may thereafter be exercised by the Participant until the earlier
of one year after such date or the expiration of the stated term of such
Stock Option, and any Stock Option not exercisable on the date of such
Termination of Employment shall become fully exercisable on such date. If
the Participant dies during such one-year period, any unexercised Stock
Options held by the Participant at the time of death may thereafter be
exercised by the legal representative of the Participant's estate until the
earlier of one year after the date of the Participant's death or the
expiration of the option term of such Stock Option. If an Incentive Stock
Option is exercised after the expiration of the exercise period that
applies for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.

(h) TERMINATION OF EMPLOYMENT. Unless otherwise determined by the
Committee on or after the date of grant, in the event of a Participant's
Termination of Employment by reason of retirement, all Stock Options held
by such Participant which were exercisable on the date of such Termination
of Employment may thereafter be exercised by the Participant until the
earlier of one year after such date or the expiration of the option term of
such Stock Options. Unless otherwise determined by the Committee on or
after the date of grant, in the event of a Participant's Termination of
Employment for any reason other than retirement, death or Disability, all
Stock Options held by such Participant which were exercisable on the date
of such Termination of Employment may thereafter be exercised by the
Participant until the earlier of 90 days after such date or the expiration
of the option term of such Stock Options.

(i) CHANGE OF CONTROL. In the event of a Change of Control, all
outstanding Stock Options shall immediately become fully exercisable, and
upon payment by the Participant of the option price (and, if requested,
delivery of the representation described in Section 10.2), a stock
certificate representing the Common Stock covered thereby shall be issued
and delivered to the Participant.

(j) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferrable by the Participant otherwise than by will or by the laws of
descent and distribution, to the extent consistent with the terms of the
Plan and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.

(k) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the
aggregate Fair Market Value (determined as of the date of grant) of the
Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by the Participant during any calendar year under the
Plan and/or any other stock option plan of the Company or any subsidiary or
parent corporation (within the meaning of Section 424 of the Code) exceeds
$100,000, such Options shall be treated as Options which are not Incentive
Stock Options.

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(l) Should the foregoing provisions not be necessary in order for the
Stock Options to qualify as Incentive Stock Options, or should any
additional provisions be required, the Committee may amend the Plan
accordingly, without the necessity of obtaining the approval of the
shareholders of the Company.

(m) TEN-PERCENT SHAREHOLDER RULE. Notwithstanding any other provision
of the Plan to the contrary, no Incentive Stock Option shall be granted to
any person who, immediately prior to the grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock
of the Company or any subsidiary or parent corporation (within the meaning
of Section 424 of the Code), unless the option price is at least 110% of
the Fair Market Value of the Common Stock on the date of grant and the
Option, by its terms, expires no later than five years after the date of
grant.

6.5 RIGHTS AS SHAREHOLDER. A Participant shall not be deemed to be the
holder of Common Stock, or to have any of the rights of a holder of Common
Stock, with respect to shares subject to the Option, unless and until the Option
is exercised and a stock certificate representing such shares of Common Stock is
issued to the Participant.

ARTICLE VII

RESTRICTED STOCK

7.1 AWARDS OF RESTRICTED STOCK. The Committee shall determine the eligible
employees to whom, and the time or times at which, grants of Restricted Stock
will be made, the number of shares to be awarded, the time or times within which
such Awards may be subject to forfeiture, the vesting schedule and rights to
acceleration thereof, and the other terms and conditions of the Awards in
addition to those set forth in Section 7.2.

7.2 TERMS AND CONDITIONS. Restricted Stock shall be subject to the
following terms and conditions and such other terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) RESTRICTED STOCK AGREEMENT. Each Restricted Stock Award shall be
evidenced by, and subject to the terms of, a Restricted Stock Agreement
executed by the Company and the Participant. The Restricted Stock Agreement
shall specify the number of shares of Common Stock subject to the Award,
the time or times within which such Restricted Stock is subject to
forfeiture and the other terms, conditions and restrictions applicable to
such Award.

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(b) STOCK CERTIFICATE. When the restrictions applicable to a
Restricted Stock Award, or any portion thereof, lapse, a stock certificate
representing the number of shares of Common Stock covered by such
Restricted Stock Award, or portion thereof, shall be issued and delivered
to the Participant. A Participant shall not be deemed to be the holder of
Common Stock, or to have any of the rights of a holder of Common Stock,
with respect to shares of Restricted Stock subject to the Award, unless and
until the forfeiture restrictions lapse and a stock certificate
representing such shares of Common Stock is issued to the Participant.

(c) RESTRICTION PERIOD. Subject to the provisions of the Plan and the
Restricted Stock Agreement, shares of Restricted Stock will be forfeited to
the Company if the Participant ceases to be an employee of the Company and
all Subsidiaries during a period (not to exceed five years) set by the
Committee commencing with the date of such Award (the "Restriction
Period"). Subject to the provisions of the Plan, the Committee, in its sole
discretion, may provide for the lapse of such restrictions in installments
and may waive such restrictions, in whole or in part, at any time, based on
such factors as the Committee shall deem appropriate in its sole
discretion.

(d) DEATH OR DISABILITY. Unless otherwise determined by the Committee
on or after the date of the Award, upon the death or Disability of a
Participant during the Restriction Period, restrictions will lapse with
respect to a percentage of the Restricted Stock Award granted to the
Participant that is equal to the percentage of the Restriction Period that
has elapsed as of the date of the Participant's Termination of Employment,
and a stock certificate representing such shares of Common Stock shall be
issued and delivered to the Participant or the Participant's estate, as the
case may be.

(e) CHANGE OF CONTROL. In the event of a Change of Control, all
Restricted Stock remaining subject to forfeiture shall immediately cease to
be subject to forfeiture and a stock certificate representing such shares
of Common Stock shall be issued and delivered to the Participant.

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ARTICLE VIII

TERMINATION OR AMENDMENT

8.1 TERMINATION OR AMENDMENT OF PLAN. The Committee may at any time amend,
discontinue or terminate the Plan or any part thereof (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory
requirement referred to in Article X); provided, however, that, unless otherwise
required by law, the rights of a Participant with respect to Awards granted
prior to such amendment, discontinuance or termination may not be impaired
without the consent of such Participant and, provided further that, without the
approval of the Company's shareholders, no amendment may be made that would (i)
materially increase the number of shares of Common Stock that may be issued
under the Plan (except by operation of Section 4.3); (ii) materially modify the
requirements as to eligibility to participate in the Plan; or (iii) materially
increase the benefits accruing to Participants.

8.2 AMENDMENT OF OPTIONS. The Committee may amend the terms of any Award
previously granted, prospectively or retroactively, but, subject to Article IV,
no such amendment or other action by the Committee shall impair the rights of
any holder without the holder's consent. The Committee may also substitute new
Stock Options for previously granted Stock Options having higher option prices.

ARTICLE IX

UNFUNDED PLAN

The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payment not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.

ARTICLE X

GENERAL PROVISIONS

10.1 NONASSIGNMENT. Except as otherwise provided in the Plan, any Award
granted hereunder and the rights and privileges conferred thereby shall not be
sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of an Award, right or privilege contrary to the
provisions hereof, or upon the levy of any attachment or similar process
thereon, such Award and the rights and privileges conferred hereby shall
immediately terminate and the Award shall immediately be forfeited to the
Company.

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10.2 LEGEND. The Committee may require each person acquiring shares
pursuant to an Award to represent to the Company in writing that the Participant
is acquiring the shares without a view to distribution thereof. The stock
certificates representing such shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.

All certificates representing shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange or
stock market upon which the Common Stock is then listed or traded, any
applicable Federal or state securities law, and any applicable corporate law,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

10.3 OTHER PLANS. Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

10.4 NO RIGHT TO EMPLOYMENT. Neither the Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall the Plan
impose any limitation on the right of the Company or any Subsidiary by which a
Participant is employed to terminate such Participant's employment at any time.

10.5 WITHHOLDING OF TAXES. The Company shall have the right to reduce the
number of shares of Common Stock otherwise deliverable pursuant to the Plan by
an amount that would have a Fair Market Value equal to the amount of all
Federal, state and local taxes required to be withheld, or to deduct the amount
of such taxes from any cash payment otherwise to be made to the Participant. In
connection with such withholding, the Committee may make such arrangements as
are consistent with the Plan as it may deem appropriate.

10.6 LISTING AND OTHER CONDITIONS.

(a) If the Common Stock is listed on a national securities exchange or
The Nasdaq Stock Market, the issuance of any shares of Common Stock
pursuant to an Award shall be conditioned upon such shares being listed on
such exchange or Nasdaq. The Company shall have no obligation to issue any
shares of Common Stock unless and until such shares are so listed, and the
right to exercise any Option or vest in any Restricted Stock shall be
suspended until such listing has been effected.

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(b) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Award is or
may in the circumstances be unlawful or result in the imposition of excise
taxes under the statutes, rules or regulations of any applicable
jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended,
or otherwise with respect to shares of Common Stock or Awards, and the
right to exercise any Option or vest in any Restricted Stock shall be
suspended until, in the opinion of such counsel, such sale or delivery
shall be lawful or shall not result in the imposition of excise taxes.

(c) Upon termination of any period of suspension under this Section
10.6, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before
such suspension and as to shares which would otherwise have become
available during the period of such suspension, but no such suspension
shall extend the term of any Option.

10.7 GOVERNING LAW. The Plan and actions taken in connection herewith shall
be governed and construed in accordance with the laws of the Commonwealth of
Pennsylvania.

10.8 CONSTRUCTION. Wherever any words are used in the Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.

10.9 LIABILITY OF THE BOARD AND THE COMMITTEE. No member of the Board or
the Committee nor any employee of the Company or any of its subsidiaries shall
be liable for any act or action hereunder, whether of omission or commission, by
any other member or employee or by any agent to whom duties in connection with
the administration of the Plan have been delegated or, except in circumstances
involving bad faith, gross negligence or fraud, for anything done or omitted to
be done by himself.

10.10 OTHER BENEFITS. No payment pursuant to an Award shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or any Subsidiary nor affect any benefits under any other benefit plan
now or hereafter in effect under which the availability or amount of benefits is
related to the level of compensation.

10.11 COSTS. The Company shall bear all expenses incurred in administering
the Plan, including expenses related to the issuance of Common Stock pursuant to
Awards.

10.12 SEVERABILITY. If any part of the Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.

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10.13 SUCCESSORS. The Plan shall be binding upon and inure to the benefit
of any successor or successors of the Company.

10.14 HEADINGS. Article and section headings contained in the Plan are
included for convenience only and are not to be used in construing or
interpreting the Plan.

ARTICLE XI

TERM OF PLAN

11.1 EFFECTIVE DATE. The Plan shall be effective as of the date of its
approval by the Company's shareholders.

11.2 TERMINATION DATE. Unless sooner terminated, the Plan shall terminate
ten years after it is adopted by the Board and no Awards may be granted
thereafter. Termination of the Plan shall not affect Awards granted before such
date.

CFM TECHNOLOGIES, INC.

150,000 SHARES OF COMMON STOCK,
no par value per share

issuable pursuant to the

AMENDED AND RESTATED CFM TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

------------------------------

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

------------------------------

CFM Technologies, Inc. (the "Company") has filed a Registration Statement
on Form S-8 with the Securities and Exchange Commission (the "Commission")
covering shares of the Company's common stock issuable upon exercise of options
granted under the Amended and Restated CFM Technologies, Inc. Non-Employee
Directors' Stock Option Plan, the Amended and Restated CFM Technologies, Inc.
Employee Stock Purchase Plan, the Amended and Restated CFM Technologies, Inc.
1995 Incentive Plan and the Amended and Restated CFM Technologies, Inc. 1992
Employee Stock Option Plan. This document is being provided to all participants
in the Amended and Restated CFM Technologies, Inc. Non-Employee Directors' Stock
Option Plan (the "Plan"). It contains a brief summary of certain Plan provisions
and incorporates certain documents filed by the Company with the Commission.

--------------------

The date of this document is May 1, 1999

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TABLE OF CONTENTS:

I. SUMMARY OF AMENDED AND RESTATED CFM TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN ....................... 3
PURPOSE ......................................................... 3
PLAN ADMINISTRATION ............................................. 3
ELIGIBLE PARTICIPANTS ........................................... 3
OPTION GRANTS ................................................... 3
EXERCISING THE OPTIONS .......................................... 4
TERMINATION, MODIFICATION & EXTENSION OF PLAN.................... 5
AMENDMENTS AND TERMINATION OF OPTIONS ........................... 5
TRANSFERABILITY OF OPTIONS ...................................... 6
SALE OF SHARES OBTAINED UNDER THE PLAN .......................... 6
APPLICATION OF SECTION 16 OF THE EXCHANGE ACT ................... 6
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ......................... 7
LEGAL REQUIREMENTS .............................................. 7

II. DOCUMENTS INCORPORATED BY REFERENCE ............................. 7

III. DOCUMENTS AVAILABLE UPON REQUEST ................................ 8

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I. SUMMARY OF AMENDED AND RESTATED CFM TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

PURPOSE

The purpose of the Plan is to enable the Company to attract and retain
non-employee members of the Company's Board of Directors (the "Board of
Directors") and to further promote the mutuality of interests between such
directors and the Company's shareholders.

PLAN ADMINISTRATION

The Board of Directors has the authority, subject to certain limitations,
to adopt, alter, and repeal administrative rules, guidelines, and practices
governing the Plan as it, from time to time, deem advisable. The Board of
Directors is also responsible for interpreting the terms and provisions of the
Plan and any stock options granted under the Plan (and any agreements relating
thereto), and for otherwise supervising the administration of the Plan. The
Board of Directors may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any stock options in the manner and to the
extent it shall deem necessary to carry the Plan into effect. Notwithstanding
the foregoing, no action of the Board of Directors in performing its duties
above shall impair the rights of any Plan participant without his or her
consent, unless otherwise required by law.

ELIGIBLE PARTICIPANTS

Any member of the Board of Directors who is not an officer or an employee
of the Company or any of the Company's subsidiaries is eligible to participate
in the Plan (each, an "Eligible Participant").

OPTION GRANTS

The Board of Directors shall grant stock options ("Options") to Eligible
Participants ("Grantees," each a "Grantee") to purchase such number of shares of
the Company's common stock ("Common Stock") as shall have a fair value, as
reasonably determined utilizing a valuation method in accordance with generally
accepted accounting principles (the "Option Value"), of $20,000 for each year or
partial year (on a prorated basis) of service on the date of the Company's
annual meeting of shareholders following such year or partial year of service.
Any new member of the Board of Directors who is elected to fill a vacancy on the
Board of Directors and who is eligible to participate in the Plan on the date of
such election will automatically be granted, on the date of the Company's annual
meeting of shareholders following such member's initial year of service,
additional Options with a total Option Value of $20,000. Each Option shall be
evidenced by, and subject to the terms of a Stock Option Contract executed by
the Company and the Grantee. The Stock Option Contract shall specify the number
of shares of Common Stock subject to the Option, the option price and the other
terms and conditions applicable to the Option. The purchase price of the shares
of Common Stock underlying the Options shall be $5.00 per share. The term of
each Option shall be ten years from the date of grant.

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<PAGE>

In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend), stock split, or
other change in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the maximum aggregate number of
shares which may be issued under the Plan, the number of shares subject to
Options to be granted to Eligible Participants, and the number and option price
of shares subject to outstanding Options as may be determined to be appropriate
by the Board of Directors, in its sole discretion, provided that the number of
shares subject to any Option shall always be a whole number.

EXERCISING THE OPTIONS

VESTING OF OPTIONS

All Options granted under the Plan shall become exercisable in full
immediately upon grant.

METHOD OF EXERCISE

Grantees may exercise their Options by delivering to the Company written
notice specifying the number of shares to be purchased and the Option price
therefor. The notice of exercise shall be accompanied by payment in full of the
option price and, if requested, by a written representation by the Grantee to
the Company that the Grantee is acquiring the shares without a view to
distribution. Payment of the option price may be made (i) in cash or by check
payable to the Company, (ii) to the extent determined by the Board of Directors
on or after the date of grant, in shares of Common Stock duly owned by the
Grantee (and for which the Grantee has good title free and clear of any liens
and encumbrances), or (iii) by a reduction in the number of shares of Common
Stock issuable upon such exercise, based, in each case, on the fair market value
of the Common Stock on the last trading date preceding the date of exercise.
Upon payment in full of the option price and satisfaction of the other
conditions provided in the Plan, a stock certificate representing the number of
shares of Common Stock to which the Grantee is entitled shall be issued and
delivered to the Grantee.

CONDITIONS OF EXERCISE

If at any time counsel to the Company shall be of the opinion that any sale
or delivery of shares of Common Stock upon exercise of an Option is or may in
the circumstances be unlawful or result in the imposition of excise taxes under
the statutes, rules, or regulations of any applicable jurisdiction, the Company
shall have no obligation to make such sale or delivery, or to make any
application, or to effect or to maintain any qualification or registration under
the Securities Act of 1933, as amended, or otherwise with respect to shares of
Common Stock, and the right to exercise any Option shall be suspended until, in
the opinion of said counsel, such sale or delivery shall be lawful or shall not
result in the imposition of excise taxes.

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<PAGE>

Upon the termination of any period of suspension under the preceding
paragraphs, any Option affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such
suspension and as to shares which would otherwise have become available during
the period of such suspension, but no such suspension shall extend the term of
any Option.

TERMINATION, MODIFICATION & EXTENSION OF PLAN

Unless sooner terminated, the Plan shall terminate on December 19, 2005,
and no Options may be granted after such date. Termination of the Plan shall not
affect Options granted before such date and such Options will continue to be
exercisable after the Plan terminates.

The Board of Directors may at any time amend, discontinue, or terminate the
Plan in whole or in part; PROVIDED, HOWEVER, that, unless otherwise required by
law, the rights of a Grantee with respect to Options granted prior to an
amendment, discontinuance, or termination may not be impaired without the
consent of the Grantee and, PROVIDED FURTHER, that, without the approval of the
Company's shareholders, no amendment may be made that would (i) materially
increase the number of shares of Common Stock issuable under the Plan (except in
the event of any merger, reorganization, consolidation, recapitalization,
dividend (other than a regular cash dividend), stock split, or other change in
corporate structure affecting the Common Stock); (ii) materially modify the
requirements as to eligibility to participate in the Plan; or (iii) materially
increase the benefits accruing to Grantees. Notwithstanding the foregoing, the
provisions concerning Eligible Participants, Options and exercising the Options
Grants may not be amended more than once every six (6) months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended (the
"Code"), the Employee Retirement Income Security Act of 1974, or the rules
thereunder.

AMENDMENTS AND TERMINATION OF OPTIONS

AMENDMENTS OF OPTIONS

The Board of Directors may amend the terms of any Option previously
granted, prospectively or retroactively, but, subject to changes to the number
of shares subject to Options in the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a regular cash dividend),
stock split, or other change in corporate structure affecting the Common Stock,
no amendment or other action by the Board of Directors shall impair the rights
of any Grantee without the Grantee's consent.

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<PAGE>

OPTION TERM

The term of each Option shall be ten (10) years from the date of grant
subject to the provisions applicable upon the death or disability of a Grantee
or the termination of a Grantee's membership on the Board of Directors.

TERMINATION OF BOARD MEMBERSHIP

Unless otherwise determined by the Board of Directors on or after the date
of grant, if a Grantee ceases to be a member of the Board of Directors for any
reason other than death or disability, any Option held by such Grantee may be
exercised until the expiration of the option term of such Option.

DEATH OF GRANTEE

Unless otherwise determined by the Board of Directors on or after the date
of grant, if a Grantee ceases to be a member of the Board of Directors by reason
of death, any Option held by such Grantee at the date of death may thereafter be
exercised by the legal representative of the Grantee's estate until the
expiration of the option term of such Option.

DISABILITY OF GRANTEE

Unless otherwise determined by the Board of Directors on or after the date
of grant, if a Grantee ceases to be a member of the Board of Directors by reason
of a disability that prevents him or her from performing the duties of a
director, any Option held by such Grantee may thereafter be exercised by the
Grantee or, in the event of the death of the Grantee, by the legal
representative of the Grantee's estate until the expiration of the option term
of such Option.

TRANSFERABILITY OF OPTIONS

Options granted under the Plan are not transferrable by the Grantee other
than by will or by the laws of descent and distribution, to the extent
consistent with the terms of the Plan and the Option, and all Options shall be
exercisable, during the Grantee's lifetime, only by the Grantee.

SALE OF SHARES OBTAINED UNDER THE PLAN

Grantees (except for "Affiliates" of the Company) are free to sell Common
Stock acquired by them under the Plan. "Affiliates" of the Company are persons
who (directly or indirectly) control, are controlled by, or are under common
control with the Company and, thus, may include certain of the Company's
directors and officers. Affiliates of the Company may sell Common Stock acquired
by them under the Plan pursuant to the quantity and other limitations of Rule
144 under the Securities Act of 1933, as amended.

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APPLICATION OF SECTION 16 OF THE EXCHANGE ACT

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion generally describes the possible federal income
tax consequences of participating in the Plan. The description is based upon the
Code as it has been interpreted to the date hereof and therefore may not be a
sufficient description of the tax consequences if there were a change in the
Code as it is written or interpreted. Different rules than those summarized
below may apply to Grantees subject to Section 16 of the Exchange Act and to
Grantees who exercise their Options using previously-owned Common Stock. Because
the tax consequences may vary with each Grantee, Grantees are advised to consult
with their own tax advisors. No attempt has been made herein to describe the
state and local tax consequences of participating in the Plan, which may differ
significantly from the federal income tax consequences of such participation.

Grantees of Options are subject to tax liability at the time the Options
are exercised, not at the time the Options are granted to them. Generally, for
nonqualified options, such as the Options granted under the Plan, a Grantee's
tax liability is based on the amount by which the fair market value of the
Common Stock underlying the Option, calculated on the day the Option is
exercised, exceeds the Option exercise price. The Company will receive a
corresponding deduction (subject to any applicable Code limitations). When a
Grantee subsequently disposes of the Common Stock, the Grantee will realize
capital gain or loss, based on the difference between the disposition price and
the fair market value of the Common Stock at the time the Option was exercised.

LEGAL REQUIREMENTS

The Plan is not qualified under Section 401(a) of the Code nor do the
provisions of the Employee Retirement Income Security Act of 1974 apply to the
Plan.

II. DOCUMENTS INCORPORATED BY REFERENCE

The Company hereby incorporates by reference into this document the
following documents:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1998.

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<PAGE>

(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1999.

III. DOCUMENTS AVAILABLE UPON REQUEST

<PAGE>

AMENDED AND RESTATED
CFM TECHNOLOGIES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

(Revised May 1999)

ARTICLE I

PURPOSE

The purpose of this Non-Employee Directors' Stock Option Plan (the "Plan")
is to enable CFM Technologies, Inc. (the "Company") to attract and retain
qualified independent directors and to further promote the mutuality of
interests between such directors and the Company's shareholders.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following
meanings:

2.1 "BOARD" shall mean the Board of Directors of the Company.

2.2 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

2.3 "COMMON STOCK" means the Common Stock, no par value per share, of the
Company.

2.4 "EFFECTIVE DATE" shall mean the date on which the Plan is approved by
the Company's shareholders.

2.5 "ELIGIBLE DIRECTOR" shall mean any member of the Board who, on the date
of the granting of an Option, is not an officer or an employee of the Company or
any of the Company's subsidiaries.

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2.6 "FAIR MARKET VALUE" for purposes of the Plan, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder,
shall mean, as of any date, the average of the high and low sales prices of a
share of Common Stock as reported on the principal national securities exchange
on which the Common Stock is listed or admitted to trading, or if not listed or
traded on any such exchange, on the Nasdaq Stock Market ("Nasdaq"), or, if such
sales prices are not available, the average of the bid and asked prices per
share reported on Nasdaq, or, if such quotations are not available, the fair
market value as determined by the Board, which determination shall be
conclusive.

2.7 "PARTICIPANT" shall mean an Eligible Director to whom an Option has
been granted under the Plan.

2.8 "STOCK OPTION" or "OPTION" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI of the Plan.

ARTICLE III

ADMINISTRATION

3.1 ADMINISTRATION. The Plan shall be administered and interpreted by the
Board.

3.2 GUIDELINES. Subject to Article VII hereof, the Board shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable; to
interpret the terms and provisions of the Plan and any Option granted under the
Plan (and any agreements relating thereto); and to otherwise supervise the
administration of the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Option in the
manner and to the extent it shall deem necessary to carry the Plan into effect.
Notwithstanding the foregoing, no action of the Board under this Section 3.2
shall impair the rights of any Participant without the Participant's consent,
unless otherwise required by law.

3.3 DECISIONS FINAL. Any decision, interpretation or other action made or
taken in good faith by the Board arising out of or in connection with the Plan
shall be final, binding and conclusive on the Company, all members of the Board
and their respective heirs, executors, administrators, successors and assigns.

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<PAGE>

ARTICLE IV

SHARE LIMITATION

4.1 SHARES. The maximum aggregate number of shares of Common Stock that may
be issued upon exercise of Options is 150,000 (subject to any increase or
decrease pursuant to Section 4.2), which may be either authorized and unissued
shares of Common Stock or issued Common Stock reacquired by the Company. If any
Option granted under the Plan shall expire, terminate or be canceled for any
reason without having been exercised in full, the number of unpurchased shares
shall again be available for the purposes of the Plan.

4.2 CHANGES. In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend), stock split, or
other change in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the maximum aggregate number of
shares which may be issued under the Plan, the number of shares subject to Stock
Options to be granted to Eligible Directors pursuant to Section 6.2 and the
number and option price of shares subject to outstanding Options, as may be
determined to be appropriate by the Board, in its sole discretion, provided that
the number of shares subject to any Option shall always be a whole number.

ARTICLE V

ELIGIBILITY

5.1 ELIGIBLE DIRECTORS. Only Eligible Directors are eligible to be granted
Options under the Plan.

ARTICLE VI

STOCK OPTIONS

6.1 OPTIONS. All Stock Options granted under the Plan shall be
non-qualified stock options (I.E., options that do not qualify as incentive
stock options under section 422 of the Code).

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<PAGE>

6.2 GRANTS. After the Effective Date, for as long as the Plan remains in
effect, each Eligible Director shall automatically be granted Stock Options for
a number of shares of Common Stock of the Company with a fair value, as
reasonably determined utilizing a valuation method in accordance with generally
accepted accounting principles (the "Option Value"), of $20,000 for each year or
partial year (on a prorated basis) of service on the date of the company's
annual meeting of shareholders following such year or partial year of service.
In addition to the grants of Stock Options above, each new member of the Board
of Directors who is elected to fill a vacancy on the Board of Directors, if an
Eligible Director, will automatically be granted, on the date of the Company's
annual meeting of shareholders following such member's initial year of service,
additional Stock Options with a total Option Value of $20,000.

6.3 TERMS OF OPTIONS. Options granted under the Plan shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions not inconsistent with the terms of the Plan, as the Board shall deem
desirable.

(a) STOCK OPTION CONTRACT. Each Stock Option shall be evidenced by,
and subject to the terms of, a Stock Option Contract executed by the
Company and the Participant. The Stock Option Contract shall specify the
number of shares of common Stock subject to the Stock Option, the option
price, and the other terms and conditions applicable to the Stock Option.

(b) OPTION PRICE. The option price per share of Common Stock
purchasable upon exercise of a Stock Option shall be $5.00.

(d) EXERCISABILITY. All Stock Options shall become exercisable
immediately upon grant.

(e) METHOD OF EXERCISE. Stock Options may be exercise in whole or in
part at any time during the option term by delivering to the Company
written notice of exercise specifying the number of shares of Common Stock
to be purchased and the option price therefor. The notice of exercise shall
be accompanies by payment in full of the option price and, if requested, by
the representation described in Section 9.2. Payment of the option price
may be made (i) in chase or by check payable to the Company or (ii) to the
extent determined by the Board on or after the date of grant, in shares of
Common Stock duly owned by the Participant (and for which the Participant
has good title free and clear of any liens and encumbrances) or (iii) by
reduction in the number of shares of Common Stock issuable upon such
exercise, based, in each case, on the Fair Market Value of the Common Stock
on the last trading date preceding the date of exercise. Upon payment in
full of the option price and satisfaction of the other conditions provided
herein, a stock certificate representing the number of shares of Common
Stock to which the Participant is entitled shall be issued and delivered to
the Participant.

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<PAGE>

(f) DEATH. Unless otherwise determined by the Board on or after the
date of grant, if a Participant ceases to be a member of the Board by
reason by Death, any Stock Option held by such Participant at the date of
death may thereafter be exercised by the legal representative of the
Participant's estate until the end of the Option Term of such Stock Option.

(g) DISABILITY. Unless other otherwise determined by the Board on or
after the date of grant, if a Participant ceases to be a member of the
Board by reason of a disability that prevents him or her from performing
the duties of a director, any Stock Option held by such Participant may be
exercised the Participant or, in the event of the death of the Participant,
by the legal representative of the Participant's estate, until the end of
the Option Term of such Stock Option.

(h) OTHER TERMINATION. Unless other otherwise determined by the Board
on or after the date of grant, if a Participant ceases to be a member of
the Board for any reason other than death or disability, any Stock Option
held by such Participant may be exercised until the end of the Option Term
of such Stock Option.

(i) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the Participant otherwise than by will or by the laws of
descent and distribution, to the extent consistent with the terms of the
Plan and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.

6.4 RIGHTS AS SHAREHOLDER. A Participant shall not be deemed to be the
holder of Common Stock, or have any of the rights of a holder of Common Stock,
with respect to shares subject to an Option, until the Option is exercised and a
stock certificate representing such shares of Common Stock is issued to the
Participant.

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<PAGE>

ARTICLE VII

TERMINATION OR AMENDMENT

7.1 TERMINATION OR AMENDMENT OF PLAN. The Board may at any time amend,
discontinue or terminate the Plan or any part thereof (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory
requirement referred to in Article IX); provided, however, that, unless
otherwise required by law, the rights of a Participant with respect to Options
granted prior to such amendment, discontinuance or termination may not be
impaired without the consent of such Participant and, provided further that,
without the approval of the Company's shareholders, no amendment may be made
that would (i) materially increase the number of shares of Common Stock that may
be issued under the Plan (except by operation of Section 4.2); (ii) materially
modify the requirements as to eligibility to participate in the Plan; or (iii)
materially increase the benefits accruing to Participants. Notwithstanding the
foregoing, the provisions of Article V and Article VI may not be amended more
than once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act, or the rules thereunder.

7.2 AMENDMENT OF OPTIONS. The Board may amend the terms of any Stock Option
previously granted, prospectively or retroactively, but, subject to Article IV,
no such amendment or other action by the Board shall impair the rights of any
holder without the holder's consent.

ARTICLE VIII

UNFUNDED PLAN

8.1 UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payment not yet
made to a Participant by the Company, nothing contained herein shall give the
Participant any rights that are greater than those of a general creditor of the
Company.

ARTICLE IX

GENERAL PROVISIONS

9.1 NONASSIGNMENT. Except as otherwise provided in the Plan, any Option
granted hereunder and the rights and privileges conferred thereby shall not be
sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any such Option, right or privilege contrary
to the provisions hereof, or upon the levy of any attachment or similar process
thereon, such Option and the rights and privileges conferred hereby shall
immediately terminate and the Option shall immediately be forfeited to the
Company.

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<PAGE>

9.2 LEGEND. The Board may require each person purchasing shares upon
exercise of a Stock Option to represent to the Company in writing that the
Participant is acquiring the shares without a view to distribution thereof. The
stock certificates representing such shares may include any legend which the
Board deems appropriate to reflect any restrictions on transfer.

All certificates representing shares of Common Stock delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Board may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange or stock market
upon which the Common Stock is then listed or traded, any applicable Federal or
state securities law, and any applicable corporate law, and the Board may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

9.3 OTHER PLANS. Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

9.4 NO RIGHT TO CONTINUE AS DIRECTOR. Neither the Plan nor the grant of any
Option hereunder shall confer upon any person the right to continue as a
director of the Company or obligate the Company to nominate any director for
reelection by the Company's shareholders.

9.5 LISTING AND OTHER CONDITIONS.

(a) If the Common Stock is listed on a national securities
exchange or the Nasdaq Stock Market, the issuance of any shares of
Common Stock upon exercise of an Option shall be conditioned upon such
shares being listed on such exchange or Nasdaq. The Company shall have
no obligation to issue any shares of Common Stock upon exercise of an
Option unless and until such shares are so listed, and the right to
exercise any Option shall be suspended until such listing has been
effected.

(b) If at any time counsel to the Company shall be of the opinion
that any sale or delivery of shares of Common Stock upon exercise of
an Option is or may in the circumstances be unlawful or result in the
imposition of excise taxes under the statutes, rules or regulations of
any applicable jurisdiction, the Company shall have no obligation to
make such sale or delivery, or to make any application or to effect or
to maintain any qualification or registration under the Securities Act
of 1933, as amended, or otherwise with respect to shares of Common
Stock, and the right to exercise any Option shall be suspended until,
in the opinion of said counsel, such sale or delivery shall be lawful
or shall not result in the imposition of excise taxes.

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<PAGE>

(c) Upon termination of any period of suspension under this
Section 9.5, any Option affected by such suspension which shall not
then have expired or terminated shall be reinstated as to all shares
available before such suspension and as to shares which would
otherwise have become available during the period of such suspension,
but no such suspension shall extend the term of any Option.

9.6 GOVERNING LAW. The Plan and actions taken in connection herewith shall
be governed and construed in accordance with the laws of the Commonwealth of
Pennsylvania.

9.7 CONSTRUCTION. Wherever any words are used in the Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.

9.8 LIABILITY OF BOARD MEMBERS. No member of the Board nor any employee of
the Company or any of its subsidiaries shall be liable for any act or action
hereunder, whether of omission or commission, by any other member or employee or
by any agent to whom duties in connection with the administration of the Plan
have been delegated or, except in circumstances involving bad faith, gross
negligence or fraud, for anything done or omitted to be done by himself.

9.9 COSTS. The Company shall bear all expenses incurred in administering
the Plan, including expenses related to the issuance of Common Stock upon
exercise of Stock Options.

9.10 SEVERABILITY. If any part of the Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of the Plan which shall continue
in full force and effect.

9.11 SUCCESSORS. The Plan shall be binding upon and inure to the benefit of
any successor or successors of the Company.

9.12 HEADINGS. Article and section headings contained in this Plan are
included for convenience only and are not to be used in construing or
interpreting the Plan.

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<PAGE>

ARTICLE X

TERM OF PLAN

10.1 EFFECTIVE DATE. The Plan shall be effective as of the Effective Date.

10.2 TERMINATION. Unless sooner terminated, the Plan shall terminate ten
years after it is adopted by the Board and no Options may be granted thereafter.
Termination of the Plan shall not affect Options granted before such date, which
will continue to be exercisable after the Plan terminates.

CFM TECHNOLOGIES, INC.

300,000 SHARES OF COMMON STOCK,
no par value per share

issuable pursuant to the

AMENDED AND RESTATED CFM TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN

------------------------------

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

------------------------------

CFM Technologies, Inc. (the "Company") has filed a Registration Statement
on Form S-8 with the Securities and Exchange Commission (the "Commission")
covering shares of the Company's common stock issuable upon exercise of options
granted under the Amended and Restated CFM Technologies, Inc. Employee Stock
Purchase Plan, the Amended and Restated CFM Technologies, Inc. Non-Employee
Directors' Stock Option Plan, the Amended and Restated CFM Technologies, Inc.
1995 Incentive Plan and the Amended and Restated CFM Technologies, Inc. 1992
Employee Stock Option Plan. This document is being provided to all participants
in the Amended and Restated CFM Technologies, Inc. Employee Stock Purchase Plan
(the "Plan"). It contains a brief summary of certain Plan provisions and
incorporates certain documents filed by the Company with the Commission.

--------------------

The date of this document is May 1, 1999

<PAGE>

TABLE OF CONTENTS

PAGE
----

AVAILABLE INFORMATION .......................................... 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................. 3

CFM TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN............ 4
INTRODUCTION................................................... 4
PURPOSE........................................................ 4
PARTICIPATION IN THE PLAN...................................... 5
OPERATION OF THE PLAN AND PURCHASE OF SHARES OF COMMON STOCK... 6
CERTIFICATES; TRANSFER OF SHARES............................... 7
WITHDRAWALS OF ACCUMULATED CONTRIBUTIONS....................... 8
TERMINATION OF PARTICIPATION IN THE PLAN....................... 8
ADMINISTRATION OF THE PLAN..................................... 9
RIGHTS OF PARTICIPANTS......................................... 9
TAX CONSEQUENCES............................................... 10
OTHER INFORMATION.............................................. 11

<PAGE>

AVAILABLE INFORMATION

CFM Technologies, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information filed by the Company with the SEC may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional Offices
located at northwestern Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
at prescribed rates.

The Company has filed with the SEC a Registration Statement on Form S-8
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933 with respect to the shares of
Common Stock, no par value, of the Company offered hereby. This document does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the SEC. For further information, reference is made to the Registration
Statement.

Each person participating in the Amended and Restated CFM Technologies,
Inc. Employee Stock Purchase Plan (the "Plan"), who does not otherwise receive
such material as a shareholder of the Company will be provided with copies of
all reports, proxy statements and other communications distributed to the
shareholders of the Company generally. The Company also undertakes to provide,
without charge, to each person to whom this document is delivered, upon written
or oral request of such person, a copy of any or all of the documents required
to be delivered pursuant to Rule 428(b) of the Securities Act of 1933 and any or
all of the documents which have been incorporated by reference in Item 3 of Part
II of the Registration Statement (which documents are also incorporated by
reference in this document), other than exhibits to such documents. Requests for
such copies should be directed to Lorin J. Randall, Vice President-Finance, CFM
Technologies, Inc., 150 Oaklands Boulevard, Exton, Pennsylvania 19341.
Additional information about the Plan and the administrators may be obtained by
writing to the Company at the address listed above or by telephoning the Company
at (610) 280-8300.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the SEC pursuant to the Securities Act
of 1933 and the Securities Exchange Act of 1934 by the Company are incorporated
herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1998;

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<PAGE>

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1999; and

(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the SEC by the Company on
June 10, 1996, as amended by Amendment No. 1 on Form 8-A/A to the Company's
Registration Statement on Form 8-A, filed with the SEC by the Company on
June 14, 1996.

Each document filed subsequent to the date of this document pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such document.

AMENDED AND RESTATED
CFM TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN

INTRODUCTION

The Plan was approved by the Board of Directors of the Company on December
19, 1995 and by the shareholders of the Company on January 3, 1996, and was
amended by the Board of Directors on March 4, 1999. The following is a summary
of the Plan. This summary does not purport to be complete and is qualified in
its entirety by reference to the Plan. A copy of the Plan has been filed as an
exhibit to the Registration Statement and is available upon request. The Plan is
not subject to any provisions of the Employee Retirement Income Security Act of
1974 and is not qualified under Section 401(a) of the Internal Revenue Code. The
Plan is intended to comply with Section 423 of the Internal Revenue Code.

PURPOSE

1. WHAT IS THE PLAN?

The Plan is an employee benefit plan that offers eligible employees of the
Company and the parent and subsidiaries of the Company (each, a "Participating
Corporation"), the opportunity to purchase shares of Common Stock of the Company
("Shares") through regular payroll deductions. Participation in the Plan is
entirely voluntary.

2. WHAT IS THE PURPOSE OF THE PLAN?

The purpose of the Plan is to secure for the Company and its shareholders
the benefits of the incentive which an interest in the ownership of Shares will
provide to its employees, who will be responsible for the Company's future
growth and continued success. No more than 300,000 Shares may be purchased under
the Plan.

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<PAGE>

PARTICIPATION IN THE PLAN

3. WHO IS ELIGIBLE TO PARTICIPATE?

Each employee of a Participating Corporation is eligible to participate in
the Plan unless he or she (a) does not customarily work for a Participating
Corporation more than 20 hours a week or (b) has withdrawn from participating in
the Plan and is not yet eligible to participate again (see Question 16). The
Plan does not confer upon any employee the right to continue in the employ of
any Participating Corporation.

No employee may participate in the Plan if (a) the employee owns 5% or more
of the Company's outstanding voting securities or immediately after the
beginning of each calendar quarter or participation in the Plan would own,
actually or constructively taking into account Common Stock that may be
purchased during such calendar quarter, 5% or more of the total voting power or
value of all classes of the Company's stock or (b) participation in the Plan
would permit such employee's rights to purchase stock under the Plan to accrue
at a rate which exceeds $25,000 in fair market value for the calendar year.

4. HOW DOES AN ELIGIBLE EMPLOYEE BECOME A PARTICIPANT?

Eligible employees may become participants ("Participants") in the Plan by
completing and signing an election form (an "Election Form") provided by the
Company stating the amount of their desired contribution. Participants shall
file the Election Form with the Executive Compensation and Stock Option
Committee of the Board (the "Committee). Such filing shall be made on or before
the 15th day of the month immediately preceding any six month period during
which Shares will be offered for purchase to Participants pursuant to the Plan
(each an "Offering"). Participation will begin on the first day of the next
month following delivery of the Election Form (the "Offering Commencement
Date"). Election Forms may be obtained at any time from William Dukes at the
Company.

5. HOW MUCH MAY A PARTICIPANT CONTRIBUTE TO THE PLAN?

A Participant may contribute between $10 and $500 (in whole dollar amounts)
of his or her cash compensation payable for services to a Participating
Corporation. All contributions will be made by payroll deductions. A
Participant's contribution election will continue to apply to all subsequent pay
periods until the Participant changes it or discontinues participation (see
Question 12).

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<PAGE>

6. CAN A PARTICIPANT INVEST IN THE PLAN OTHER THAN BY PAYROLL DEDUCTIONS?

No. Contributions may be made only by payroll deductions. A Participant may
not make additional cash contributions to the Plan.

OPERATION OF THE PLAN AND PURCHASE OF SHARES OF COMMON STOCK

7. HOW ARE EMPLOYEE CONTRIBUTIONS MADE?

Once an employee decides to participate in the Plan and completes an
Election Form stating the amount of his or her cash compensation that is to be
contributed to the Plan, the Company will deduct that amount from each paycheck,
on an after-tax basis. Amounts deducted from a Participant's compensation will
accumulate during each Offering. No interest will be paid on the Participant's
accumulated contributions. Participants' accumulated contributions will not be
held in trust and will remain subject to the claims of creditors of the
Participating Corporations.

On each Offering Commencement Date, each Participant shall be deemed to
have been granted an option to purchase that number of whole Shares that can be
purchased using the Participants accumulated contributions (See Question 10).
Such option shall be exercised automatically on the final day of each Offering
(the "Offering Termination Date").

8. HOW WILL STOCK PURCHASES BE MADE?

On the Offering Termination Date, each Participant's accumulated
contributions during such Offering will be used to purchase whole shares on the
open market or newly issued shares.

9. HOW MUCH WILL PARTICIPANTS PAY FOR SHARES PURCHASED UNDER THE PLAN?

For each share of Common Stock purchased, the Participants' purchase price
(the "Option Price") will equal 85% of the lower of (a) the Fair Market Value on
the Offering Commencement Date or (b) the Fair Market Value on the Offering
Termination Date. For purposes of the Plan, the Fair Market Value is the average
of the high and low sales prices of a share of Common Stock for the last trading
day as reported on The Nasdaq Stock Market.

10. HOW MANY SHARES WILL BE PURCHASED FOR EACH PARTICIPANT?

The number of Shares that will be purchased for each Participant on the
Offering Termination Date will be the number of whole Shares that can be
purchased at the Option Price with that Participant's accumulated contributions.
If a Participant's accumulated contributions are not sufficient to purchase ten
Shares, no Shares will be purchased.

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<PAGE>

The Committee may, in its discretion, establish from time to time a maximum
number of Shares that may be purchased pursuant to the Plan in any calendar
year.

If the total number of Shares for which options are exercised on any
Offering Termination Date exceeds the maximum number available under the Plan,
the Committee will make a pro rata allocation of the Shares available in as
nearly a uniform manner as practicable, and the unapplied contributions will be
returned to Participants, without interest.

11. WHAT HAPPENS TO AMOUNTS THAT CANNOT BE USED IN AN OFFERING TO PURCHASE A
FULL SHARE OR THE MINIMUM NUMBER OF SHARES?

Amounts deducted from a Participant's pay that are not used to purchase
Shares in any Offering will be carried over to the next succeeding Offering, or,
at the Participant's election, returned to the Participant, without interest,
following the end of such Offering.

12. CAN A PARTICIPANT'S LEVEL OF PAYROLL DEDUCTIONS BE CHANGED OR DISCONTINUED?

A Participant may not change the amount of his or her contribution during
the Offering. A Participant may change the amount of his or her contribution to
the Plan in future Offerings by furnishing written notice of the desired change
to William Dukes, on behalf of the Committee, by the 15th day of the month
preceding the Offering Commencement Date for the Offering for which the change
is desired. Such change will be effective on the Offering Commencement Date of
the next Offering. A Participant may discontinue his or her participation in the
Plan by providing notice of termination at any time more than two business days
prior to the Offering Termination Date applicable to the Offering for which the
discontinuation is desired (see Question 15).

CERTIFICATES; TRANSFER OF SHARES

13. WHEN WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED UNDER
THE PLAN?

The Company will deliver certificates representing Shares to each
Participant as soon as practicable after the Offering Termination Date on which
such Shares were acquired.

14. CAN A PARTICIPANT SELL, PLEDGE OR TRANSFER SHARE ACQUIRED UNDER THE PLAN?

Participants will generally be able to freely sell, pledge or transfer
Shares that they receive under the Plan. Participants who are officers of the
Company or otherwise deemed to be "affiliates" of the Company may sell their
Shares only pursuant to an effective registration statement under the Securities
Act of 1933 or an exemption therefrom, such as Rule 144.

<PAGE>

WITHDRAWALS OF ACCUMULATED CONTRIBUTIONS

15. CAN A PARTICIPANT WITHDRAW HIS OR HER ACCUMULATED CONTRIBUTIONS?

A Participant may elect to withdraw all, but not less than all, of his or
her accumulated contributions by providing a written statement, in a form
acceptable to the Committee (a "Termination Form"), to William Dukes, at any
time more than two business days prior to the Offering Termination Date of the
applicable Offering. After receipt of the Termination Form, all accumulated
contributions will be returned to the Participant, without interest, and no
further payroll deductions will be made with respect to such Participant.

16. CAN AN ELIGIBLE EMPLOYEE EVER PARTICIPATE IN THE PLAN FOLLOWING A
WITHDRAWAL?

A Participant who withdraws all of his or her accumulated contributions
will not be permitted to participate in the Plan for the next two Offerings
following the date on which the Participant gives a Termination Form to the
Committee. Thereafter, the employee may resume participation in the Plan by
filing a new Election Form with the Committee (see Question 4).

TERMINATION OF PARTICIPATION IN THE PLAN

17. WHAT HAPPENS IF A PARTICIPANT DIES?

If a Participant dies, the legal representative of the Participant's estate
will have the right to elect, by written notice to the Committee before the
earlier of two business days prior to the Offering Termination Date or the 60th
day following the Participant's date of death, either: (a) to withdraw all of
the Participant's accumulated contributions or (b) to have the accumulated
contributions applied to the purchase of Shares on the Offering Termination Date
next following the Participant's death and to have any excess amount paid to the
Participant's estate as soon as practicable after the Offering Termination Date,
without interest. If a timely written notice is not filed with the Committee,
the Participant's accumulated contributions will be paid to the legal
representative of the Participant's estate, without interest, and will not be
applied toward the purchase of Shares.

18. WHAT HAPPENS IF A PARTICIPANT RETIRES, BECOMES TOTALLY DISABLED OR
OTHERWISE TERMINATES EMPLOYMENT WITH THE COMPANY?

If a Participant's employment with a Participating Corporation terminates
for any reason other than death (see Question 17) or continuation of an approved
leave of absence (see Question 19), all amounts credited to the Participant's
account and not yet applied to the purchase of Shares will be returned to the
Participant, without interest. If a Participant dies after termination of
employment but before the accumulated payroll deductions have been return to the
Participant, the payment will be made to the legal representative of the
Participant's estate.

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<PAGE>

19. CAN A PARTICIPANT ON AN APPROVED LEAVE OF ABSENCE CONTINUE TO PARTICIPATE
IN THE PLAN?

A Participant who begins a leave of absence that has been approved by a
Participating Corporation before the Offering Termination Date will have the
right to elect, by written notice to the Committee before the earlier of two
business days prior to the Offering Termination Date or the tenth day following
the beginning of the approved leave of absence to either (a) withdraw all of his
or her accumulated contributions (see Question 15), (b) discontinue further
contributions to the Plan but remain a Participant in the Plan through the
Offering Termination Date or (c) remain a Participant in the Plan through the
Offering Termination Date and continue to have payroll deductions taken out of
continuing payments to such Participant, if any. If a timely written notice is
not filed with the Committee, the Participant will be deemed to have elected
option (b).

ADMINISTRATION OF THE PLAN

20. WHO ADMINISTERS AND INTERPRETS THE PLAN?

The Board of Directors of the Company has delegated responsibility for
administration, management and interpretation of the Plan to the Committee,
which consists of certain directors of the Company appointed by and serving at
the will of the Board of Directors. The current member of the Committee is Brad
S. Mattson.

The Committee has the authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to the Plan, and to make all other
determinations deemed necessary or advisable in administering the Plan. The
determinations of the Committee on these matters will be conclusive and binding
upon all Participants.

21. WHO PAYS FOR THE ADMINISTRATION OF THE PLAN?

The Participating Corporations will pay all fees and expenses incurred in
connection with the Plan, other than individual federal, state, local or other
taxes.

RIGHTS OF PARTICIPANTS

22. WHEN IS A PARTICIPANT DEEMED TO BE THE OWNER OF SHARES PURCHASED UNDER THE
PLAN FOR THE BENEFIT OF SUCH PARTICIPANT?

A participant shall have no interest in Shares subject to an option until
such option has been exercised. Once the option has been exercised, the
Participant will be deemed to be the owner of the Shares purchased pursuant to
such option, even if the certificates for such Shares have not yet been
distributed.

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<PAGE>

23. WHAT REPORTS WILL BE SENT TO PARTICIPANTS?

Each Participant will receive copies of the Company's annual reports,
proxies and proxy statements as well as any correspondence sent to the Company's
shareholders generally.

24. CAN A PARTICIPANT TRANSFER HIS OR HER RIGHT TO PARTICIPATE IN THE PLAN?

No.

TAX CONSEQUENCES

THIS IS ONLY A SUMMARY. ALL PARTICIPANTS ARE ENCOURAGED TO CONSULT WITH THEIR
TAX ADVISORS REGARDING THE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN THE PLAN.

25. IS THIS A "QUALIFIED" PLAN UNDER THE INTERNAL REVENUE CODE?

The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code. This means Participants will not
recognize any income for federal income tax purposes when they enroll in the
Plan or when Shares are purchased. All federal tax consequences will generally
be deferred until a Participant sells his or her Shares, disposes of them by
gift or dies.

26. DOES WITHHOLDING UNDER THE PLAN REDUCE THE AMOUNT OF TAX WITHHELD FROM ANY
WAGES?

No. Amounts withheld from a Participant's paycheck under the Plan are
"after-tax" deductions and are subject to the same taxes as wages in general.

27. IS THERE A MINIMUM AMOUNT OF TIME THAT A PARTICIPANT MUST HOLD HIS OR HER
SHARES PRIOR TO DISPOSITION?

There is no minimum amount of time that a Participant must hold his or her
Shares prior to disposition. However, if a Participant holds his or her Shares
long enough, the tax consequences may be more favorable (see Question 28).

28. HOW WILL ANY GAIN FROM THE SALE OF SHARES BE TREATED?

If Shares purchased under the Plan are held for (a) more than one year
after the Offering Termination Date for the Offering during which such Shares
were purchased and (b) more than two years after the Offering Commencement Date
for the Offering during which such Shares were purchased (together, the "Holding
Period"), a Participant will realize ordinary income on a sale or other
disposition of the Shares equal to the lesser of (a) the excess of the fair
market value of the Shares at the time of sale or other disposition over the
Participant's Option Price or (b) the excess of the fair market value of the
Shares on the Offering Commencement Date for the Offering during which such
Shares were purchased over the Participant's Option Price. Any additional gain
or loss will be treated as long-term capital gain or loss.

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<PAGE>

29. WHAT HAPPENS IF A PARTICIPANT SELLS HIS OR HER SHARES FOR LESS THAN THE
OPTION PRICE?

If a Participant has held his or her Shares for the Holding Period, he or
she will have a long-term capital loss equal to the difference between the sale
price and the Option Price.

30. WHAT IS THE EFFECT OF SELLING OR OTHERWISE DISPOSING OF SHARES BEFORE THE
HOLDING PERIOD IS OVER?

A Participant will have a "disqualifying disposition." This means that he
or she will have ordinary income taxable in the year of the disposition equal to
the excess of the fair market value of the Shares on the Offering Termination
Date for the Offering during which such Shares were purchased over the Option
Price. The difference, if any, between the proceeds of the sale and the fair
market value of the Shares on such date will be capital gain or loss, which will
be short-term if the Shares have not been held for more than one year after the
Offering Termination Date for the Offering during which such Shares were
purchased.

31. DO PARTICIPANTS HAVE TO NOTIFY THE COMPANY OF ANY DISPOSITION OF THEIR
SHARES?

Yes. Participants must notify the Company of the date and terms of any sale
or other disposition of their Shares. Any transfer of record ownership of
Shares, including a transfer to a broker or nominee into a "street name" will be
treated as a disposition unless the Participant advises the Company to the
contrary. As required by law, the Company will report income to the appropriate
tax authorities.

OTHER INFORMATION

32. CAN THE PLAN BE CHANGED OR DISCONTINUED?

The Board of Directors of the Company reserves the right to terminate the
Plan at any time and to amend the Plan from time to time in any respect. If not
previously terminated by the Board of Directors of the Company, the Plan will
terminate when 300,000 Shares (subject to adjustment as set forth in the Plan)
have been purchased under the Plan. Upon termination of the Plan, all Shares and
accumulated contributions (to the extent not yet applied to the purchase of
Shares) under the Plan will be distributed to the Participants. No amendment to
the Plan may affect the right of a Participant to receive his or her
proportionate interest in the Shares or his or her accumulated contributions (to
the extent not yet applied to the purchase of Shares). The Board of Directors
may also seek shareholder approval for an amendment to the Plan if the Board of
Directors determines that such approval is required or desirable under any laws,
regulations or rules of the Internal Revenue Service or the SEC. The Board of
Directors may also seek shareholder approval for amendments to the Plan if such
approval is required or desirable under any rules of any stock exchange or stock
market on which the Company's shares are listed.

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<PAGE>

CFM TECHNOLOGIES, INC.

AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN

(Revised May 1999)

1. PURPOSE. The purpose of this Employee Stock Purchase Plan of CFM
Technologies, Inc., a Pennsylvania corporation (the "Corporation"), is to secure
for the Corporation and its shareholders the benefits of the incentive which an
interest in the ownership of shares of common stock of the Corporation will
provide to its employees, who will be responsible for the Corporation's future
growth and continued success.

2. DEFINITIONS. As used herein:

"ACCOUNT" means a bookkeeping account established by the Committee on
behalf of a Participant to hold Payroll Deductions.

"APPROVED LEAVE OF ABSENCE" means a leave of absence that has been approved
by the applicable Participating Corporation in such a manner as the Board may
determine from time to time.

"BOARD" means the Board of Directors of the Corporation.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Committee appointed pursuant to section 14 of the
Plan.

"COMPENSATION" means an Employee's cash compensation payable for services
to a Participating Corporation during a six-month period.

"ELECTION FORM" means the form acceptable to the Committee which an
Employee shall use to make an election to purchase Shares through Payroll
Deductions pursuant to the Plan.

"ELIGIBLE EMPLOYEE" means an Employee who meets the requirements for
eligibility under section 3 of the Plan.

"EMPLOYEE" means a person who is an employee of a Participating
Corporation.

<PAGE>

"FAIR MARKET VALUE" means the average of the high and low sales prices of a
Share for the last trading day as reported on the principal national securities
exchange on which the Shares are listed or admitted to trading or, if not listed
or traded on any such exchange, on the Nasdaq Stock Market, or, if such sales
prices are not available, the average of the bid and asked prices for a Share as
reported on Nasdaq, or, if such quotations are not available, the fair market
value as determined by the Board, which determination shall be conclusive.

"FIVE PERCENT OWNER" means an Employee who, with respect to a Participating
Corporation, is described in section 423(b)(3) of the Code.

"OFFERING" means an offering of Shares to Eligible Employees pursuant to
the Plan.

"OFFERING COMMENCEMENT DATE" means April 1 and October 1 of each fiscal
year beginning on or after the closing for the Corporation's initial public
offering of its Shares, until the Plan Termination Date.

"OFFERING PERIOD" means the six-month period extending from an Offering
Commencement Date through the following Offering Termination Date.

"OFFERING TERMINATION DATE" means the September 30 or March 31 next
following an Offering Commencement Date.

"OPTION PRICE" means 85 percent of the lower of (i) the Fair Market Value
per Share on the Offering Commencement Date or (ii) the Fair Market Value per
Share on the Offering Termination Date.

"PARTICIPANT" means an Employee who meets the requirements for eligibility
under section 3 of the Plan and who has timely delivered an Election Form to the
Committee.

"PARTICIPATING CORPORATION" means the Corporation and the parent and
subsidiaries of the Corporation, within the meaning of sections 424(d) and (e)
of the Code, if any, that are approved by the Board and whose employees are
designated as Employees by the Board.

"PAYROLL DEDUCTIONS" means amounts withheld from a Participant's
Compensation pursuant to the Plan, as described in section 5 of the Plan.

"PLAN" means the CFM Technologies, Inc. Employee Stock Purchase Plan, as
set forth in this document, and as may be amended from time to time.

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<PAGE>

"PLAN ANNUAL MAXIMUM" means the maximum number of Shares that may be
purchased pursuant to the Plan in any calendar year, as determined pursuant to
section 10(a) of the Plan.

"PLAN OFFERING MAXIMUM PER PARTICIPANT" means the maximum number of Shares
that may be purchased by a Participant in any Offering, as determined pursuant
to section 10(a) of the Plan.

"PLAN TERMINATION DATE" means the earlier of

(i) the Offering Termination Date for the Offering in which the
maximum number of Shares specified in section 10(a) of the Plan have been
issued pursuant to the Plan, or

(ii) the date as of which the Board chooses to terminate the Plan as
provided in section 15 of the Plan.

"SHARES" means shares of the Common Stock of the Corporation, no par value
per share.

"SUCCESSOR-IN-INTEREST" means the person or entity described in section
8(g) of the Plan.

"TERMINATION FORM" means the form acceptable to the Committee which an
Employee shall use to withdraw from an Offering pursuant to section 8(a) of the
Plan.

3. ELIGIBILITY AND PARTICIPATION.

(a) INITIAL ELIGIBILITY.

(i) Except as provided in section 3(a)(ii) of the Plan, each Employee
shall be eligible to participate in the Plan.

(ii) An Employee shall not be eligible to participate in the Plan if
such Employee:

(A) is a Five Percent Owner;

(B) does not customarily work for a Participating Corporation
more than 20 hours a week; or

<PAGE>

(b) LEAVE OF ABSENCE. For purposes of participation in the Plan, an
Employee on an Approved Leave of Absence shall be deemed to be an Employee
until the first Offering Termination Date following commencement of such
Approved Leave of Absence. Termination by the Participating Corporation of
an Employee's Approved Leave of Absence, other than termination or return
to non-temporary employment, shall terminate an Employee's employment for
all purposes of the Plan and shall terminate such Employee's participation
in the Plan and the right to exercise any option.

(c) COMMENCEMENT OF PARTICIPATION. An Employee who meets the
eligibility requirements of section 3(a) of the Plan and whose
participation is not restricted under section 10(a) of the Plan shall
become a Participant by completing an Election Form and filing it with the
Committee on or before the 15th day of the month immediately preceding the
Offering Commencement Date for the first Offering to which such Election
Form applies. Payroll Deductions for a Participant shall commence on the
first pay date following the applicable Offering Commencement Date when his
or her authorization for Payroll Deductions becomes effective, and shall
end on the Plan Termination Date, unless sooner terminated by the
Participant pursuant to section 8(a) of the Plan.

4. OFFERINGS.

(a) SHARES PER OFFERING. The Plan shall be implemented by a series of
Offerings that shall terminate on the Plan Termination Date. Offerings
shall be made with respect to Compensation payable for each six-month
period commencing on an Offering Commencement Date and ending on the
applicable Offering Termination Date. Shares available for any Offering
shall be the difference between the Plan Annual Maximum and the actual
number of Shares purchased by Participants pursuant to prior Offerings in
that calendar year. If the total number of Shares for which options are
exercised on any Offering Termination Date exceeds the maximum number of
Shares available, the Committee shall make a pro rata allocation of Shares
available for delivery and distribution in as nearly a uniform manner as
practicable, and as it shall determine to be fair and equitable, and the
unapplied Account balances shall be returned, without interest, to
Participants as soon as practicable following the Offering Termination
Date.

5. PAYROLL DEDUCTIONS.

(a) AMOUNT OF PAYROLL DEDUCTIONS. An Eligible Employee who wishes to
participate in the Plan must file an Election Form with the Committee on or
before the 15th day of the month immediately preceding the Offering
Commencement Date for the first offering to which such Election Form
applies, on which he or she may elect to have Payroll Deductions of any
amount from $10 to $500 (in whole dollar amounts) made from his or her
Compensation on each regular payday during the time he or she is a
Participant in the Plan.

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<PAGE>

(b) PARTICIPANTS' ACCOUNTS. All Payroll Deductions with respect to a
Participant pursuant to section 5(a) of the Plan shall be credited to the
Participant's Account under the Plan.

(c) CHANGES IN PAYROLL DEDUCTIONS. A Participant may discontinue his
or her participation in the Plan as provided in section 8(a) of the Plan,
but no other change can be made during an Offering, including, but not
limited to, changes in the amount of Payroll Deductions for such Offering.
A Participant may change the amount of Payroll Deductions for subsequent
Offerings by giving written notice of such change to the Committee on or
before the 15th day of the month immediately preceding the Offering
Commencement Date for the Offering for which such change is effective.

6. GRANTING OF OPTION. On each Offering Commencement Date, each Participant
shall be deemed to have been granted an option to purchase the lesser of (A) the
Plan Offering Maximum Per Participant and (B) that number of whole Shares equal
to the quotient obtained by dividing (i) the balance credited to the
Participant's Account as of the Offering Termination Date, by (ii) the Option
Price; provided, however, that if the balance credited to the Participant's
Account on such date is not sufficient to purchase at least 10 Shares, no Shares
will be purchased for the Participant and the balance credited to the
Participant's Account shall be credited to the Participant's Account for the
next succeeding Offering, or, at the Participant's election, returned to the
Participant within a reasonable time following the Offering Termination Date,
without interest.

7. EXERCISE OF OPTION.

(a) AUTOMATIC EXERCISE. With respect to each Offering, a Participant's
option for the purchase of Shares granted pursuant to section 6 of the Plan
shall be deemed to have been exercised automatically on the Offering
Termination Date applicable to such Offering (or, if the Offering
Termination Date is not a business day, then on the first business day
thereafter).

(b) FRACTIONAL SHARES AND MINIMUM NUMBER OF SHARES. Fractional Shares
shall not be issued under the Plan. Amounts credited to an Account
remaining after the application of such Account to the exercise of options
for a minimum of 10 whole Shares shall be credited to the Participant's
Account for the next succeeding Offering, or, at the Participant's
election, returned to the Participant within a reasonable time following
the Offering Termination Date, without interest.

(c) TRANSFERABILITY OF OPTION. No option granted to a Participant
pursuant to the Plan shall be transferable other than by will or by the
laws of descent and distribution, and no such option shall be exercisable
during the Participant's lifetime other than by the Participant.

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<PAGE>

(d) DELIVERY OF CERTIFICATES FOR SHARES. The Corporation shall deliver
certificates for Shares acquired on the exercise of options during an
Offering Period as soon as practicable following the Offering Termination
Date.

8. WITHDRAWALS.

(a) WITHDRAWAL OF ACCOUNT. A Participant may elect to withdraw the
balance credited to his or her Account by providing a Termination Form to
the Committee at any time more than two business days prior to the Offering
Termination Date applicable to the Offering.

(b) AMOUNT OF WITHDRAWAL. A Participant may withdraw all but not less
than all the amounts credited to the Participant's Account by giving a
timely Termination Form to the Committee. All amounts credited to such
Participant's Account shall be paid as soon as practicable following the
Committee's receipt of the Participant's Termination Form, and no further
Payroll Deductions will be made with respect to the Participant.

(c) EFFECT OF WITHDRAWAL ON SUBSEQUENT PARTICIPATION. A Participant
who elects to withdraw from an Offering pursuant to section 8(a) of the
Plan shall be deemed to have elected not to participate in each of the two
succeeding Offerings following the date on which the Participant gives a
Termination Form to the Committee, but the Participant may elect to
participate in subsequent Offerings by delivering a new Election Form to
the Committee pursuant to Section 3(c).

(d) TERMINATION OF EMPLOYMENT. Upon termination of a Participant's
employment for any reason other than death or continuation of an Approved
Leave of Absence, all amounts credited to such Participant's Account and
not yet applied to the purchase of Shares shall be returned to the
Participant, without interest. In the event of a Participant's death after
termination of employment but before the Participant's Account has been
returned, the Account shall be returned to the Participant's
Successor-in-Interest.

(e) TERMINATION OF EMPLOYMENT DUE TO DEATH. Upon termination of a
Participant's employment because of death, the Participant's
Successor-in-Interest shall have the right to elect, by written notice to
the Committee before the earlier of two business days preceding the
Offering Termination Date or the 60th day following the Participant's date
of death, either:

(i) to withdraw the amount credited to the Participant's Account;
or

6
<PAGE>

(ii) to exercise the Participant's option for the purchase of
Shares on the Offering Termination Date next following the
Participant's death for the purchase of that number of Shares which
the amount credited to such Account will purchase at the applicable
Option Price, and to have any excess amount paid to the Participant's
Successor-in-Interest as soon as practicable after the Offering
Termination Date, without interest.

If a timely written notice is not filed with the Committee pursuant to this
section 8(e), the Successor-in-Interest shall be paid the amount credited to the
Participant's Account in cash, without interest, within a reasonable time after
the Offering Termination Date.

(f) LEAVE OF ABSENCE. A Participant who goes on an Approved Leave of
Absence that commences before the Offering Termination Date after having
filed a timely Election Form with respect to such Offering shall have the
right to elect, by written notice to the Committee before the earlier of
two business days preceding the Offering Termination Date or the tenth day
following the commencement of the Participant's Approved Leave of Absence,
either to:

(i) withdraw the balance credited to his or her Account pursuant
to section 8(a) of the Plan;

(ii) discontinue contributions to the Plan but remain a
Participant in the Plan through the Offering Termination Date; or

(iii) remain a Participant in the Plan through the Offering
Termination Date and continue the authorization for the Participating
Corporation to make Payroll Deductions for each payroll period out of
continuing payments to such Participant, if any.

If a timely written notice is not filed with the Committee pursuant to this
section 8(f), the Participant shall be deemed to have elected the option set
forth in this section 8(f)(ii).

A Participant who is on an Approved Leave of Absence shall not be eligible
to participate in any Offering that begins on or after the commencement of such
Approved Leave of Absence.

(g) SUCCESSOR-IN-INTEREST. The Successor-in-Interest of a Participant
who dies shall be the Participant's executor or administrator, or such
other person or entity to whom the Participant's rights under the Plan
shall have passed by will or the laws of descent and distribution.

9. INTEREST. No interest shall be paid or allowed with respect to amounts
paid into the Plan or credited to any Participant's Account.

7
<PAGE>

10. SHARES.

(a) MAXIMUM NUMBER OF SHARES. No more than 300,000 Shares may be
purchased under the Plan. Such Shares shall be purchased by the Corporation
on the open market or shall be newly issued shares of the Corporation. In
addition, the Committee may, in its discretion, establish from time to time
a maximum number of Shares that may be purchased pursuant to the Plan in
any calendar year (the "Plan Annual Maximum") and shall establish for each
Offering a maximum number of Shares that may be purchased by a Participant
(the "Plan Offering Maximum Per Participant"). If the Committee fails to
make such determination, the Plan Annual Maximum shall be 100,000 Shares,
and the Plan Offering Maximum Per Participant shall be 25,000 Shares.
Notwithstanding any provisions of the Plan to the contrary:

(i) if any Participant would be, as of any Offering Commencement
Date, a Five Percent Owner (taking into account the Plan Offering
Maximum Per Participant for such Offering determined without regard to
this clause (i)), then the Plan Offering Maximum Per Participant with
respect to such Participant shall be reduced to that number of Shares
(which may be zero) that, when added to the number of Shares which
such Participant is otherwise deemed to own, is one less than the
number of Shares that would cause such Participant to be a Five
Percent Owner; and

(ii) if any Participant would (without regard to this sentence)
be granted an option to participate in an Offering that would permit
such Participant's rights to purchase stock under all employee stock
purchase plans of the Participating Corporations which meet the
requirements of section 423(b) of the Code to accrue at a rate which
exceeds $25,000 in fair market value (as determined pursuant to
section 423(b)(8) of the Code) for each calendar year in which such
option would be outstanding, then the Plan Offering Maximum Per
Participant with respect to such Participant (determined without
regard to this clause (ii)) shall be reduced (but not below zero) by
the number of Shares that is one more than the number of Shares
representing such excess fair market value.

The number of Shares available for any Offering and the maximum number of Shares
that may be purchased under the Plan shall be adjusted if the number of
outstanding Shares of the Corporation is increased or reduced by split-up,
reclassification, stock dividend or the like.

(b) PARTICIPANT'S INTEREST IN SHARES. A Participant shall have no
interest in Shares subject to an option until such option has been
exercised.

(c) REGISTRATION OF SHARES. Shares to be delivered to a Participant
under the Plan shall be registered in the name of the Participant.

8
<PAGE>

(d) RESTRICTIONS ON EXERCISE. The Board may, in its discretion,
require as conditions to the exercise of any option such conditions as it
may deem necessary to assure that the exercise of options is in compliance
with applicable securities laws.

11. EXPENSES. The Participating Corporations shall pay all fees and
expenses incurred (excluding individual Federal, state, local or other taxes) in
connection with the Plan. No charge or deduction for any such expenses will be
made to a Participant upon the termination of his or her participation under the
Plan or upon the distribution of certificates representing Shares purchased with
his or her contributions.

12. TAXES. The Participating Corporations shall have the right to withhold
from each Participant's Compensation an amount equal to all Federal, state, city
or other taxes as the Participating Corporations shall reasonably determine are
required to be withheld by them pursuant to any statute or other governmental
regulation or ruling. In connection with such withholding, the Participating
Corporations may make any such arrangements as are consistent with the Plan as
they may deem appropriate, including the right to withhold from Compensation
paid to a Participant other than in connection with the Plan.

13. PLAN AND CONTRIBUTIONS NOT TO AFFECT EMPLOYMENT. The Plan shall not
confer upon any Employee any right to continue in the employ of the
Participating Corporations.

14. ADMINISTRATION. The Plan shall be administered by the Board, which may
delegate responsibility for such administration to a committee of the Board (the
"Committee"). If the Board fails to appoint the Committee, any references in the
Plan to the Committee shall be treated as references to the Board. The Board, or
the Committee, shall have authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations deemed necessary or advisable in administering the Plan, with or
without the advice of counsel. The determinations of the Board or the Committee
on the matters referred to in this section 14 shall be conclusive and binding
upon all persons in interest.

15. AMENDMENT AND TERMINATION. The Board may terminate the Plan at any
time and may amend the Plan from time to time in any respect; provided, however,
that upon any termination of the Plan, all Shares or Payroll Deductions (to the
extent not yet applied to the purchase of Shares) under the Plan shall be
distributed to the Participants; provided further, that no amendment to the Plan
shall affect the right of a Participant to receive his or her proportionate
interest in the Shares or his or her Payroll Deductions (to the extent not yet
applied to the purchase of Shares) under the Plan; and provided further, that
the Corporation may seek shareholder approval of an amendment to the Plan if
such approval is determined to be required by or advisable under the regulations
of the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange or stock market on which the shares are listed or
other applicable law or regulation.

9
<PAGE>

16. EFFECTIVENESS. The Plan shall be effective upon the closing for the
Corporation's initial public offering of its Shares, subject to approval by the
Corporation's shareholders within one year before or after the adoption of the
Plan by the Board.

17. GOVERNMENT AND OTHER REGULATIONS. The purchase of Shares under the Plan
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies as may be required.

18. NON-ALIENATION. Participants shall not be permitted to assign,
alienate, sell, transfer, pledge or otherwise encumber their interest under the
Plan prior to the distribution to them of stock certificates. Any attempt to
assign, alienate, sell, transfer, pledge or otherwise encumber interests under
the Plan shall be void and of no effect.

19. NOTICES. Any notice required or permitted hereunder shall be
sufficiently given only if delivered personally, or sent by registered or
certified mail, postage prepaid, addressed to the Corporation at:

CFM Technologies, Inc.
150 Oaklands Boulevard
Exton, PA 19341
Attention: L. Jeffry Randall, Secretary

and to the Participant at the address on file with the Corporation from time to
time, or to such other address as either party may hereafter designate in
writing by notice similarly given by one party to the other.

20. SUCCESSORS. The Plan shall be binding upon and inure to the benefit of
any successor, successors or assigns of the Corporation.

10
<PAGE>

21. SEVERABILITY. If any part of the Plan shall be determined to be invalid
or void in any respect, such determination shall not affect, impair, invalidate
or nullify the remaining provisions of the Plan which shall continue in full
force and effect.

22. ACCEPTANCE. The election by any Eligible Employee to participate in the
Plan constitutes his or her acceptance of the terms of the Plan and his or her
agreement to be bound hereby.

23. APPLICABLE LAW. The Plan shall be construed in accordance with the laws
of the Commonwealth of Pennsylvania, to the extent not preempted by applicable
Federal law.

<ARTICLE> 5

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