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                                                                    Exhibit 10.3

                               FIRST AMENDMENT TO
                              MANAGEMENT AGREEMENT

                This First Amendment (this "Amendment"), dated as of April __,
2001, by and between Harvest Partners, Inc., a New York corporation ("Harvest"),
and Global Energy Equipment Group, L.L.C., a Delaware limited liability company
(the "Company").

                              W I T N E S S E T H:

                WHEREAS, the Company and Harvest entered into a Management
Agreement (the "Agreement"), dated August 1, 2000, whereby Harvest agreed to
provide the Company and/or its subsidiaries and affiliates with financial
advisory and strategic planning services in exchange for good and valuable
consideration; and

                WHEREAS, the parties hereto desire, and deem it in their own
best interests, to amend the Agreement as provided herein.

                NOW THEREFORE, in consideration of the mutual agreements herein
contained and of the mutual benefits hereby provided, the parties hereto hereby
agree as follows:

                1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the respective meaning assigned to such term in the Agreement.

                2. Amendments to the Agreement.

                (a) Section 3(a) of the Agreement is hereby amended by deleting
the reference to "...equal to the sum of $750,000" and inserting in lieu thereof
"...equal to the sum of $1,250,000".

                (b) Section 3(b) of the Agreement is hereby deleted in its
entirety.

                (c) Section 7 of the Agreement is hereby amended by adding the
following new sentence to the end of Section 7:

                        "The indemnification obligations of this Section 7 shall
    survive the termination of this Agreement."

                3. Status of the Agreement; Effectiveness. This Amendment is
limited solely for the purposes and to the extent expressly set forth herein,
and, except as expressly modified hereby, the terms, provisions and conditions
of the Agreement shall continue in full force and effect and are hereby ratified
and confirmed in all respects. In the event of any conflict between the terms of
this Amendment and the terms of the Agreement, the terms of this Amendment shall
govern. This Amendment shall be effective as of the date on which the initial
public offering of shares of common stock of Global Power Equipment Group Inc.
(the "IPO") is consummated.

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                4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.

                5. Amendment and Restatement. The parties agree that, for
convenience of reference, the Agreement and this Amendment shall be restated
upon consummation of the IPO.

                6. Governing Law. This Amendment shall be construed in
accordance with, and be governed by, the laws of the State of New York, without
giving effect to the conflicts of law principles thereof.

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                IN WITNESS WHEREOF, each of the parties hereto have executed
this Amendment effective as of the date first written above.




                                  HARVEST PARTNERS, INC., a New York Corporation




                                  By:
                                     ---------------------------------------
                                     Name:
                                     Title:



                                  GLOBAL ENERGY EQUIPMENT GROUP,
                                    L.L.C., a Delaware limited liability company



                                  By:
                                     ---------------------------------------
                                     Name:
                                     Title:



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