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                                                                    EXHIBIT 10.3

                                January 24, 2003

First Reserve Corporation
411 West Putnam, Suite 109
Greenwich, Connecticut  06830
Attention: Thomas J. Sikorski

First Reserve Corporation
1801 California Street, Suite 4110

Denver, Colorado  80202
Attention: Thomas R. Denison

Dear Messrs. Sikorski and Denison:

          Reference is hereby made to that certain Purchase Agreement, dated as
of November 29, 2002, as subsequently amended or modified (the "Purchase
Agreement"), by and among First Reserve Fund IX, L.P., a Delaware limited
partnership (and, except as otherwise provided therein, any permitted assignee
to whom Buyer's rights and obligations are transferred pursuant to Section 8.12
of the Purchase Agreement, "Buyer"), Tokheim Corporation, an Indiana corporation
("Parent"), Sunbelt Hose & Petroleum Equipment, Inc., a Georgia corporation
("Sunbelt"), Tokheim RPS, LLC, a Delaware limited liability company ("RPS"),
Tokheim Investment Corp., a Texas corporation ("TIC"), Gasboy International,
Inc., a Pennsylvania corporation ("Gasboy"), Tokheim Services, LLC, an Indiana
limited liability company ("Services") and Tokheim and Gasboy of Canada Ltd., a
corporation organized under the laws of Ontario ("TG Canada") (Parent, Sunbelt,
RPS, TIC, Gasboy, Services and TG Canada being collectively referred to as
"Sellers"). Capitalized terms not otherwise defined herein shall have the
meanings given them in the Purchase Agreement.

          This letter confirms the agreement of Buyer and Sellers that the last
sentence of Section 8.11 of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:

     Notwithstanding anything to the contrary contained in this Agreement, and
     notwithstanding the termination of this Agreement pursuant to Article VII,
     Buyer's offer to purchase the Acquired Business shall remain irrevocable
     until the earlier of (a) ten (10) days after the Sale Hearing and (b) the
     closing of a purchase of all or substantially all of the Acquired Assets.

          This letter also confirms the agreement of Buyer and Sellers that the
following assets are deemed additional "Excluded Assets" under the Purchase
Agreement:

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          (1) All furniture, fixtures and equipment in the office facilities
comprising the three floors of the main entrance building at 1600 Wabash Avenue,
Fort Wayne, IN, 46845, including, but not limited to, desks, chairs, filing
cabinets, computers, fax machines, copying machines, office supplies, printers
and printing equipment; provided, however, that the parties hereto agree to use
their best efforts to reach an accommodation with respect to any software or
other information contained on any of the foregoing computers that Buyer needs
with respect to the Acquired Business.

          (2) Certain equipment in the plant facilities at 1600 Wabash Avenue,
Fort Wayne, IN, 46845, consisting of all golf carts, all sweeping/cleaning
machines, all company-owned vehicles and all other maintenance and cleaning
equipment and supplies.

          This letter also confirms the agreement of Buyer and Sellers that,
with respect to the Transition Supply Agreement attached as Schedule 2.2(g) to
the Purchase Agreement (the "Transition Supply Agreement"):

          (1) The third "WHEREAS" clause of the Transition Supply Agreement is
hereby deleted in its entirety;

          (2) Section 4.5 of the Transition Supply Agreement is hereby deleted
in its entirety, including footnote 1 to such Section 4.5; and

          (3) Section 7.1 of the Transition Supply Agreement is hereby amended
and restated in its entirety to read as follows:

     Section 7.1 Term. The term of this Agreement shall commence as of the
     Closing Date and shall terminate on the 180th day following the Closing
     Date (the "Term"); provided, that the Term may be extended for up to an
     additional 90 days but solely with respect to the BPIX software for the
     Facility in Freemont, Indiana; provided further, that the Term with respect
     to those services described in item E of Annex 2.1 shall terminate on March
     4, 2003.

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Please indicate your agreement with the foregoing by countersigning in the space
provided below.

                                               TOKHEIM CORPORATION

                                               By:____________________________
                                               Name:
                                               Title:


                                               SUNBELT HOSE & PETROLEUM
                                               EQUIPMENT, INC.

                                               By:____________________________
                                               Name:
                                               Title:


                                               TOKHEIM RPS, LLC

                                               By:____________________________
                                               Name:
                                               Title:


                                               TOKHEIM INVESTMENT CORP.

                                               By:____________________________
                                               Name:
                                               Title:

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                                               GASBOY INTERNATIONAL, INC.

                                               By:____________________________
                                               Name:
                                               Title:


                                               TOKHEIM SERVICES, LLC

                                               By:____________________________
                                               Name:
                                               Title:


                                               TOKHEIM AND GASBOY OF CANADA LTD.

                                               By:____________________________
                                               Name:
                                               Title:


AGREED AND ACCEPTED this 24 day of January, 2003

FIRST RESERVE FUND IX, L.P.

     By:  First Reserve GPIX, L.P.,
          its General Partner

     By:  First Reserve GPIX, Inc.,
           its General Partner

By:____________________________
Name:
Title:

Cc:  Dennis J. Friedman, Barbara L. Becker
     Gibson, Dunn & Crutcher LLP
     200 Park Avenue
     New York, New York  10166-0193

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