March 31, 2006

EXHIBIT 10.1

March 31, 2006

M. Xxxxx Xxxxx

c/o Stanadyne Corporation

00 Xxxxxxxxx Xxxx

Xxxxxxx, XX 00000

Dear Xxxxx,

This letter hereby amends your employment agreement dated January 10, 2006 (the “Agreement”) with Stanadyne Corporation (the “Company”) in accordance with the provisions of paragraph 20.

The first sentence of Paragraph 4(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Subject to the approval of the Board, the Executive shall be granted options to purchase 3,500,000 shares of common stock of Stanadyne Holdings, Inc. at a purchase price of $0.47 per share, subject to the terms and conditions set forth in any applicable option certificate, in the 2004 Equity Incentive Plan (the “Plan”), and in any applicable stockholders’ agreement.”

The last sentence of Paragraph 4(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

“In particular, you will be offered the opportunity to purchase up to Two Million Dollars ($2,000,000.00) of common stock of Stanadyne Holdings, Inc. at a purchase price of $0.47 per share; provided, however, that you must purchase such shares no later than March 31, 2006.”

If the foregoing correctly sets forth our agreement, please countersign this letter below, upon which this letter will become a binding agreement between you and the Company. Please return the executed letter to Xxxxxxx Xxxxxx at the Company.

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Stanadyne Corporation

00 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000-0000, XXX

Tel: (000) 000-0000; xxx.xxxxxxxxx.xxx

Sincerely,
Stanadyne Corporation
By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Vice President and Chief Financial Officer

Accepted and Agreed:

/s/ M. Xxxxx Xxxxx

M. Xxxxx Xxxxx