TOKHEIM CORP
JOHN S. HAMILTON EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(7)
<SEQUENCE>7
<FILENAME>dex107.txt
<DESCRIPTION>JOHN S. HAMILTON EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.7



                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT (this "Agreement"), dated as of September 4, 2001 is made by
and among Tokheim Corporation, an Indiana Corporation (the "Corporation") and
Mr. John Hamilton (the "Executive").

                                    Recitals
                                    --------

     A. The Corporation desires to employ the Executive as the President and
Chief Executive Officer of the Corporation, and to enter into this Employment
Agreement as of September 4, 2001 embodying the terms of such relationship.

     B. The Executive is willing to be employed as the President and Chief
Executive Officer of the Corporation on the terms set forth herein.

                                   Agreement
                                   ---------

     Now, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and for other good and valuable consideration, the
Corporation and the Executive hereby agree as follows:

     1.   Definitions
          -----------

          1.1       "Affiliate" means any person or entity of any kind
                    effectively controlling, effectively controlled by or under
                    common control with the Corporation.

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

          1.3       "Cause" means (a) the Executive is convicted for a felony
                    involving moral turpitude, (b) the Executive commits a
                    willful act intending to materially enrich himself at the
                    expense of the Corporation or any Affiliate, or (c) the
                    Executive, in carrying out his duties and responsibilities
                    under this Agreement, (i) is guilty of gross neglect, or
                    (ii) voluntarily engaged in conduct which, in either case,
                    results, or is reasonably likely to result, in material
                    economic or reputational harm to the Corporation and/or any
                    Affiliate, unless such conduct described in (ii) was
                    reasonably believed by the Executive in good faith to be in
                    in the best interest of the Corporation.

          1.4       "Disability" means the Executive's inability to render the
                    services required hereunder by reason of a physical or
                    mental disability for a period of six consecutive months, as
                    determined by the written medical opinion of an independent
                    medical physician reasonably

                                                                               1

<PAGE>

               acceptable to the Executive and the Corporation; provided the
               Executive will not be considered disabled until the expiration of
               the six-month period.

          1.5  "Subsidiary" means a corporation or other entity of which the
               Corporation owns 80% or more of the issued and outstanding stock
               or other equity securities.

     2.   Employment. Subject to the terms and provisions set forth in this
Agreement, the Corporation during the Term of Employment agrees to employ the
Executive as the President and Chief Executive Officer of the Corporation, and
the Executive hereby accepts such employment. During the Terms of Employment,
the Corporation shall use its reasonable best efforts to cause the Executive to
be a director of the Corporation.

     3.   Term of Employment. The Term of Employment under this Agreement shall
commence as of September 4, 2001 (the "Commencement Date") and shall continue
unless earlier terminated by the Corporation or the Executive under Section 6 of
this Agreement.

     4.   Positions, Responsibilities and Duties.
          --------------------------------------

          4.1  Positions and Duties. During the Term of Employment, the
               Executive shall be employed and shall serve as the President and
               Chief Executive Officer of the Corporation, with such duties,
               responsibilities, and authority as are commensurate with such
               positions, as determined from time to time by the Board. The
               Executive shall serve under the direction and supervision of the
               Board, and shall report to the Board. Notwithstanding the above,
               the Executive shall not be required to perform any duties and
               responsibilities which would result in a non-compliance with or
               violation of any applicable law.

          4.2  Attention to Duties and Responsibilities. During the Term of
               Employment, the Executive shall devote his full business time to
               the business and affairs of the Corporation and the Executive
               shall use his best efforts, ability and fidelity to perform
               faithfully and efficiently the duties and responsibilities
               contemplated by this Agreement; provided, however, that the
               Executive shall be allowed, to the extent such activities do not
               substantially interfere with the performance by the Executive of
               his duties and responsibilities hereunder, to (a) manage the
               Executive's personal affairs, and (b) (i) serve on boards or
               committees of civic or charitable organizations or trade
               associations, and (ii) serve on the board of directors of no more
               than one corporation, provided, however, that the Executive

                                                                               2

<PAGE>


          shall request and gain approval from the Board in writing of any such
          corporate directorship under Section 4.2(b)(ii) and, if requested by
          the Board, that any such directorship does not detract from the
          Executive's performance of his duties and responsibilities under this
          agreement.

5.   Compensation and Other Benefits.

     5.1  Base Salary. During the Term of Employment, the Executive shall
          receive a base salary of $375,000 per annum ("Base Salary") payable in
          accordance with the Corporation's normal payroll practices. Such Base
          Salary shall be reviewed annually on or about each annual anniversary
          of the Commencement Date for increase at the sole discretion of the
          Board, but the Base Salary may not be less than $375,000. Such Base
          Salary as so increased shall then constitute the Executive's "Base
          Salary" for purposes of this Agreement.

     5.2  Annual Bonus. During the Term of Employment, the Executive shall be
          eligible to receive an annual bonus payment (the "Annual Bonus") with
          a target of 75% of the Base Salary, but may range from 0-150% of the
          target payout, and will be based upon the achievement of specified
          performance goals established annually by the Board and the Executive.
          The pro rata Annual Bonus for fiscal year 2001 shall be $70,312.50 and
          shall be paid on 3/1/02. Except for the pro rata fiscal year 2001
          Annual Bonus, the determination and awarding of any Annual Bonus shall
          be in the sole discretion of the Board.

     5.3  Sign-On Bonus. A maximum sign-on Bonus of $130,000 will be available
          to the Executive as follows:

          5.3.1 Within 30 days of receipt of documentation of the $25,000 loan
                made to the Executive by his previous employer, the Corporation
                shall pay the Executive $25,000; and

          5.3.2 The Corporation shall pay to the Executive $105,000 on December
                1, 2001.

     5.4  EBITDA Profit Incentive. The EBITDA improvement incentive
          ("Incentive") will be paid, if earned, to the Executive annually
          beginning in FY2002 and continuing annually thereafter. The Incentive
          will be paid in the following fiscal year, within 60 days after
          receipt of audited financial statements. For purposes of this
          Agreement, "EBITDA" means the earnings before interest, taxes,


                                                                               3

<PAGE>

               depreciation, and amortization of the Corporation (determined on
               a consolidated basis) but excluding extraordinary items, as
               determined by the Corporation's regular outside auditors and as
               reflected in the Corporation's audited financial statements. The
               amount of Incentive earned shall be determined as follows:

          5.4.1     Beginning in FY2002, and continuing annually thereafter
                    (referred to as the "Base Year"), the difference between the
                    EBITDA of the Base Year and the prior fiscal year shall be
                    determined (the "Improvement").

          5.4.2     The Incentive shall be payable only if the Improvement is
                    $5,000,000 or more.

          5.4.3     The Incentive shall be determined as follows:

               5.4.3.1   If the Improvement is equal to or greater than
                         $5,000,000 but less than $10,000,000, then the
                         Incentive shall be equal to 8% of the Improvement;

               5.4.3.2   If the Improvement is equal to or greater than
                         $10,000,000 but less than $20,000,000, then the
                         Incentive shall be equal to 10% of the Improvement;
                         and

               5.4.3.3   If the Improvement is equal to or greater than
                         $20,000,000, then the Incentive shall be equal to 12%
                         of the Improvement.

               The determination of and the payment of the Incentive may be
               illustrated by the following examples:

               1.   In FY2002 the EBITDA is $7,000,000 and in the FY2001 the
               EBITDA is $1,000,000. The Improvement is $6,000,000. The
               Incentive payment paid to the Executive in 2003, within 60 days
               after the release of the FY2002 audited financial statements, is
               equal to 8% times $6,000,000 or $480,000.

               2.   On June 1, 2004, the Executive is terminated without Cause.
               The FY2004 EBITDA is $20,000,000 and the FY2003 EBITDA is
               $9,000,000. The Improvement is $11,000,000. The Incentive payment
               paid to the Executive in 2005, within 60 days after the release
               of the FY2004 audited financial statements, is equal to 50% times
               10% times $11,000,000 or $550,000.

                                                                               4

<PAGE>

          5.5  Incentive, Retirement, and Savings Plans. During the Term of
               Employment and to the extent eligible, the Executive shall
               participate in all incentive, pension, retirement, savings and
               other employee benefit plans and programs, if any, maintained
               from time to time by the Corporation for the benefit of senior
               executives and other employees of the Corporation.

          5.6  Welfare Benefit Plans. During the Term of Employment and to the
               extent eligible, the Executive, the Executive's spouse, if any,
               and their eligible dependents, if any, shall participate in and
               be covered by all the welfare benefit plans and programs, if any,
               maintained by the Corporation for the benefit of senior
               executives and other employees of the Corporation; provided,
               however, the Corporation shall provide health insurance for the
               Executive, his spouse, and dependents. The Corporation shall
               provide the executive with term life insurance having a death
               benefit equal to one time Base Salary.

          5.7  Executive Stock Option Program. The Executive and the Corporation
               agree that working with the Compensation Committee, a reasonable
               Executive Stock Option Program will be developed.

          5.8  Expense Reimbursement. During the Term of Employment, the
               Executive shall be entitled to receive prompt reimbursement for
               all expenses incurred by the Executive in performing his duties
               and responsibilities hereunder in accordance with the policies
               and procedures of the Corporation as in effect at the time the
               expense was incurred, as the same may be changed from time to
               time. In addition, the Corporation shall reimburse Executive for
               his relocation and temporary living expenses.

          5.9  Vacation and Fringe Benefits. During the Term of Employment, and
               effective upon execution of this Agreement, the Executive shall
               be entitled to an annual four (4) weeks paid vacation at such
               times which do not materially interfere with the performance of
               the Executive's duties hereunder. In addition, during the Term of
               Employment, the Executive shall be entitled to payment of
               initiation fees and dues and the annual or monthly fees or dues
               for a membership in one country club (selected by the Executive
               and approved by the Board).

     6.   Termination.

          6.1  Termination Due to Death or Disability. Upon 15 days prior
               written notice to the Executive, the Corporation may terminate
               the Executive's employment hereunder due to Disability. In the
               event of

                                                                               5

<PAGE>

               the Executive's death or a termination of the Executive's
               employment by either the Corporation or the Executive due to
               Disability, the Term of Employment shall thereupon end and the
               Executive, his estate or other legal representative, as the case
               may be, shall only be entitled to:

               (a)  Base Salary up to and including the date of termination;

               (b)  Any prior fiscal year Annual Bonus actually earned, but not
                    yet paid as of the date of termination and a pro rata
                    portion of an Annual Bonus for the fiscal year in which such
                    death or Disability termination occurs (provided that the
                    awarding of a bonus is in the sole discretion of the Board);

               (c)  Reimbursement for all expenses (under Section 5.7) incurred
                    as of the date of termination, but not yet paid as of the
                    date of termination;

               (d)  Any earned but unpaid (EBITDA) Incentive and a pro rata
                    amount of the Incentive for the year in which such death or
                    Disability termination occurs; and

               (e)  Any other compensation and benefits as may be provided in
                    accordance with the terms and provisions of any applicable
                    plans and programs, if any, of the Corporation or any
                    Subsidiary.

          6.2  Termination by the Corporation for Cause. The Corporation may
               terminate the Executive's employment hereunder for Cause, as
               provided below. If the Corporation terminates the Executive's
               employment hereunder for Cause, the Term of Employment shall
               thereupon end as set forth below and the Executive shall only be
               entitled to:

               (a)  Base Salary up to and including the date of termination;

               (b)  Any prior fiscal year Annual Bonus actually awarded, but not
                    yet paid as of the date of termination;

               (c)  Reimbursement for all expenses (under Section 5.7) incurred
                    as of the date of termination, but not yet paid as of the
                    date of termination; and

                                                                               6

<PAGE>


               (d)  Any other compensation and benefits as may be provided in
                    accordance with the terms and provisions of any applicable
                    plans and programs, if any, of the Corporation or any
                    Subsidiary.

                    In each case, the existence of Cause must be confirmed by a
                    majority of the Board prior to any termination therefor. In
                    the event of such a confirmation, the Corporation shall
                    notify the Executive that the Corporation intends to
                    terminate the Executive's employment for Cause under this
                    Section 6.2 (the "Confirmation Notice"). The Confirmation
                    Notice shall specify the problems, upon the basis of which
                    the majority of the Board has so confirmed the existence of
                    Cause. If the Executive notifies the Corporation in writing
                    that he disagrees with the Board's confirmation of Cause,
                    (the "Opportunity Notice") within five (5) days after the
                    Executive has received the Confirmation Notice, then the
                    Executive shall first have a thirty (30) day opportunity to
                    cure and correct the allegations only with respect to
                    matters referred to in Section 1.3(c). If the Executive
                    cures and corrects these problems, then the Executive's
                    employment shall continue. If after the expiration of such
                    thirty (30) day period the Board again confirms the
                    existence of Cause and concludes that the Executive did not
                    cure and correct the problems, then the Executive, along
                    with legal counsel selected by the Executive, if any, shall
                    be provided one opportunity to meet with the Board (or a
                    sufficient quorum thereof) to discuss such problems. Such
                    opportunity to meet shall be fixed and shall occur on a date
                    selected by the Board (such date be not less than five (5)
                    nor more than fifteen (15) days after the Corporation
                    receives the Opportunity Notice from the Executive). Such
                    meeting shall take place at the principal offices of the
                    Corporation. During the period commencing on the date the
                    Corporation receives the Opportunity Notice and ending on
                    the date next succeeding the date on which such meeting
                    between the Board (or a sufficient quorum thereof) and the
                    Executive is scheduled to occur, the Executive shall be
                    suspended with pay from his employment with the Corporation
                    and the Board may, during such suspension period, reasonably
                    limit the Executive's access to the principal offices of the
                    Corporation or any of its assets. If the Board properly sets
                    the date of such meeting and does not rescind its
                    confirmation at such meeting or if the Executive fails to
                    attend such meeting for any reason, the Executive's
                    employment by the Corporation shall, immediately upon the
                    closing of such meeting, be terminated, but subject to the
                    ability of the Executive to challenge the existence of Cause
                    and challenge whether the Executive has cured and corrected
                    the alleged problems. If the Executive does not respond in
                    writing to the Confirmation Notice in the manner and within
                    the time deadline specified in this Section 6.2, the
                    Executive's

                                                                               7

<PAGE>


                    employment with the Corporation shall, on the sixth day
                    after the receipt by the Executive of the Confirmation
                    Notice, be terminated. Nothing in this Section shall be
                    deemed to limit or restrict the ability of the Executive to
                    dispute and challenge the existence of Cause and whether
                    the Executive has cured and corrected allegations of Cause
                    pursuant to the provisions of Section 7.

               6.3  Termination Without Cause. Upon 15 days prior written notice
                    to the Executive, the Corporation may terminate the
                    Executive's employment hereunder without Cause. If the
                    Corporation terminates the Executive's employment hereunder
                    without Cause (other than due to death, Disability) the Term
                    of Employment shall thereupon end and the Executive shall
                    only be entitled to:

                    (a)  Base Salary continuation at the rate in effect (as
                         provided in Section 5.1 of this Agreement) on the date
                         of termination for an eighteen-month period commencing
                         on such date of termination, or, if the Board so
                         determines in its sole discretion and in lieu of such
                         eighteen-month salary continuation, a lump sum payment
                         equal to such Base Salary continuation amount, such
                         lump sum payable within thirty days after the date of
                         termination;

                    (b)  Any prior fiscal year Annual Bonus actually earned, but
                         not yet paid as of the date of termination and a pro
                         rata portion of an Annual Bonus for the year in which
                         the Executive is terminated (provided that the awarding
                         of a bonus is in the sole discretion of the Board);

                    (c)  Reimbursement for all expenses (under Section 5.8)
                         incurred as of the date of termination, but not yet
                         paid as of the date of termination;

                    (d)  Continuation of the welfare benefits of the Executive,
                         including without limitation health insurance for the
                         Executive, his spouse, and his dependents, at the
                         expense of the Corporation, and at the level in effect
                         as provided for by Section 5.6 of this Agreement on the
                         date of termination for the eighteen month period
                         commencing on the date of termination.

                    (e)  Any earned but unpaid (EBITDA) Incentive and a pro rata
                         amount of the Incentive for the year in which the
                         termination occurs; and

                                                                               8

<PAGE>

          (f)  Any other compensation and benefits as may be provided in
               accordance with the terms and provisions of any applicable plan
               or programs, if any, of the Corporation or any Subsidiary.

     6.4  Voluntary Termination. A Voluntary Termination shall entitle the
          Executive only to all of the rights and benefits which the Executive
          would be entitled in the event of a termination of his employment by
          the Corporation for Cause. A "Voluntary Termination" shall mean a
          termination of employment by the Executive on his own initiative other
          than termination due to death or Disability and other than
          termination for Good Reason as provided below.

     6.5  No Mitigation; No Offset. In the event of any termination of
          employment under this Section 6, the Executive shall be under no
          obligation to seek other employment and there shall be no offset
          against any amounts due the Executive under this Agreement on account
          of any remuneration attributable to any subsequent employment that the
          Executive may obtain. Any amounts due under this Section 6 are in the
          nature of severance payment, or liquidated damages, or both, and are
          not in the nature of a penalty.

     6.6  Notice of Termination. Any termination of the Executive's employment
          under this Section 6 requiring advance written notice shall be
          communicated by a notice of termination to the other party hereto
          given in accordance with Section 10.3 of this Agreement (the "Notice
          of Termination").

     6.7  Statements by the Executive. Subject to the requirements of any
          applicable securities or other laws, the Executive agrees that during
          and after the Term of Employment, he shall not at any time make any
          statement or representation, written or oral, which the Executive
          knows is false and will materially and adversely affect the
          reputation or goodwill of the Corporation or Subsidiary.

     6.8  Termination by Executive for Good Reason. If the Executive voluntarily
          terminates his employment for Good Reason, then such termination shall
          be deemed to be a termination by the Corporation without Cause, and
          the Executive shall have all the rights set forth in Section 6.3. For
          purpose of this Agreement, Good Reason means the occurrence of the
          following:

          6.8.1 The Executive is not elected to the Board of Directors within 60
                days of the date of this Agreement, or if so elected, the

                                                                               9

<PAGE>


               Executive is subsequently removed from the Board or not
               re-elected.

     7.   Resolution of Disputes. With the exception of proceedings for
          equitable relief brought pursuant to Section 8.4 of this Agreement
          or otherwise, any disputes arising under or in connection with this
          Agreement, including, without limitation, any assertion by any party
          hereto that the other party has breached any provision of this
          Agreement, shall be resolved by arbitration, to be held in Fort Wayne,
          Indiana, in accordance with the rules and procedures of the American
          Arbitration Association. The obligation of the Corporation and the
          Executive under this Section 7 shall survive the termination for any
          reason of the Term of Employment (whether such termination is by the
          Corporation, by the Executive or upon the expiration of the Term of
          Employment).

     8.   Confidential Information and Noncompetition.
          -------------------------------------------

          8.1  Confidential Information. The Executive shall not, during the
               Term of Employment and at any time thereafter, without the prior
               express written consent of the Board, directly or indirectly, use
               any Confidential Information (as defined below) in any way, or
               divulge, disclose or make available or accessible any
               Confidential Information to any person, firm, partnership,
               corporation, trust or any other entity (other than in connection
               with the performance by Executive of his duties and
               responsibilities under this Agreement). The Executive shall also
               immediately notify the Board if he becomes aware of any
               unauthorized use or disclosure of any Confidential Information by
               any third party, and the Executive agrees to cooperate fully in
               any attempts or efforts by the Corporation or any Affiliate to
               obtain any relief or remedy in respect of such unauthorized use
               or disclosure. The Executive agrees that he shall not make any
               copies of any kind of any document, computer software or other
               writing or recording containing any Confidential Information
               without the prior approval of the Board (other than when required
               to do so in good faith to perform the Executive's duties and
               responsibilities under this Agreement or when required to do so
               by a lawful order of a court of competent jurisdiction). Upon
               written request by the Corporation, and after termination of his
               employment, the Executive shall also proffer to the Board's
               designee, and without retaining any copies, notes or excerpts
               thereof, all memoranda, computer disks or other media, computer
               programs, diaries, notes, records, data, customer or client
               lists, marketing plans and strategies, and any other documents
               consisting of or containing any Confidential Information that are
               in the

                                                                              10

<PAGE>


               Executive's actual possession or which are subject to his control
               at such time. In addition, the Executive shall at all times use
               his best efforts carefully to safeguard any Confidential
               Information in the Executive's possession or under his control.
               For purposes of this Agreement, "Confidential Information" shall
               mean all information respecting the business and activities of
               the Corporation and/or any Subsidiary, including, without
               limitation, the terms and provisions of this Agreement, the
               clients, customers, suppliers, employees, consultants, computer
               or other files, projects, products, computer disks or other
               media, computer hardware of computer software programs, marketing
               plans, financial information, methodologies, know-how, processes,
               practices, approaches, projections, forecasts, formats, systems,
               data gathering methods and/or strategies of the Corporation
               and/or any Subsidiary. Notwithstanding the immediately preceding
               sentence, Confidential Information shall not include any
               information that is, or becomes, generally available to the
               public (unless such availability occurs as a result of the
               Executive's breach of any portion of this Section 8.1 or any
               other obligation the Executive owes to the Corporation and/or any
               Affiliate) or information which is available from a third party
               not under any duty of confidentiality to the Corporation.

          8.2  Noncompetition. The Executive, if his employment with the
               Corporation is terminated by the Corporation for any reason or by
               the Executive voluntarily, shall not, during the Term of
               Employment and for 18 months after the date of termination,
               directly or indirectly (a) engage, without the prior express
               written consent of the Corporation, in any business or activity,
               whether as an employee, consultant, partner, principal, agent,
               representative, stockholder or in any other individual, corporate
               or representative capacity, or render any services or provide any
               advice to any business, activity, person or entity, if such
               business, activity, service, person or entity, directly or
               indirectly, competes in any material manner with any product,
               service or other business of the Corporation of any Subsidiary
               engaged in, or which is in production, distribution or
               development, as of the date of termination, and/or
               (b) meaningfully assist, help or otherwise support, without the
               prior express written consent of the Corporation, any person,
               business, corporation, partnership or other entity or activity,
               whether as an employee, consultant, partner, principal, agent,
               representative, stockholder of in any other individual, corporate
               or representative capacity, to create, commence or otherwise
               initiate, or to develop, enhance or otherwise further, any
               business or activity if such business or activity directly or
               indirectly, competes (or is reasonably likely to compete)

                                                                              11

<PAGE>


               in any manner with any significant business or activity of the
               Corporation of any Subsidiary.

          8.3  Nonsolicitation. The Executive, if his employment with the
               Corporation is terminated by the Corporation for any reason,
               shall not, directly or indirectly, during the Term of Employment
               and for 18 months after the date of termination (a) take any
               action to solicit or divert any business (or potential business)
               or clients or customers (or potential clients or potential
               customers) away from the Corporation or any Subsidiary,
               (b) induce customers, potential customers, clients, potential
               clients, suppliers, agents or other persons under contract or
               otherwise associated or doing business with the Corporation or
               any Affiliate to terminate, reduce or alter any such association
               of business or business with or from the Corporation or any
               Subsidiary, and/or (c) induce any person in the employment of the
               Corporation or any Subsidiary or any consultant to the
               Corporation or any Subsidiary to (i) terminate such employment,
               or consulting arrangement, (ii) accept employment, or enter into
               any consulting arrangement, with anyone other than the
               Corporation or any Subsidiary, and/or (iii) interfere with the
               customers, suppliers, or clients of the Corporation or any
               Subsidiary in any manner or the business of the Corporation or
               any Subsidiary in any manner. For purposes of this Section 8.3, a
               "potential client" or a "potential customer" shall mean a person
               or entity that the Corporation or any Subsidiary (A), as of the
               date the Executive's employment terminates, is, or will be in the
               reasonably foreseeable future, soliciting or considering
               soliciting (or has targeted for solicitation, or will be so
               targeting in the reasonably foreseeable future), and/or (B) has,
               at any time or from time to time, within the 12 month period
               prior to the date of the Executive's employment terminates, been
               soliciting for or in respect of any current, actively pending or
               contemplated produce lines, businesses, or services offered by
               the Corporation or any Affiliate, including, without limitation,
               any licensing arrangements, manufacturing arrangements, and/or
               distribution arrangements (the "Products"), and "potential
               business" shall mean any current or reasonably foreseeable
               commercial activity or any current or reasonably foreseeable
               commercial opportunities associated in any way with the Products.

          8.4  Injunctive Relief. The Executive acknowledges and agrees that the
               Corporation will have no adequate remedy at law, and would be
               irreparably harmed, if the Executive breaches or threatens to
               breach any of the provisions of this Section 8 of this Agreement.
               The Executive agrees that the Corporation shall be entitled to
               equitable and/or injunctive relief to prevent any breach or
               threatened breach of

                                                                              12

<PAGE>


                    this Section 8, and to specific performance of each of the
                    terms of such Section in addition to any other legal and
                    equitable remedies that the Corporation may have. The
                    Executive further agrees that he shall not, in any equity
                    proceeding relating to the enforcement of the terms of this
                    Section 8, raise the defense that the Corporation has an
                    adequate remedy at law.

               8.5  Special Severability. The terms and provisions of this
                    Section 8 are intended to be separate and divisible
                    provisions and if, for any reason, any one or more of them
                    is held to be invalid or unenforceable, neither the validity
                    nor the enforceability of any other provision of this
                    Agreement shall thereby be affected. It is the intention of
                    the parties to this Agreement that the potential
                    restrictions on the Executive's future employment imposed
                    by this Section 8 be reasonable in both duration and
                    geographic scope and in all other respects. If for any
                    reason any court of competent jurisdiction shall find any
                    provisions of this Section 8 unreasonable in duration or
                    geographic scope or otherwise, the Executive and the
                    Corporation agree that the restrictions and prohibitions
                    contained herein shall be effective to the fullest extent
                    allowed under applicable law in such jurisdiction.

            9. Successors.

               9.1  The Executive. This Agreement is personal to the Executive
                    and, without the prior express written consent of the
                    Corporation, shall not be assignable by the Executive,
                    except that the Executive's rights to receive any
                    compensation or benefits under this Agreement may be
                    transferred or disposed of pursuant to testamentary
                    disposition, interstate succession or pursuant to a
                    qualified domestic relations order. This Agreement shall
                    inure to the benefit of and be enforceable by the
                    Executive's heirs, beneficiaries and/or legal
                    representatives.

               9.2  The Corporation. This agreement shall inure to the benefit
                    of and be binding upon the Corporation and its successors
                    and assigns.

              10.0  Miscellaneous.

              10.1  Applicable Law. This Agreement shall be governed by and
                    construed in accordance with the laws of the State of
                    Indiana, without regard to principles of conflict of law.

              10.2  Amendments/Waiver. This Agreement may not be amended waives,
                    or modified otherwise than by a written agreement executed
                    by the

                                                                              13

<PAGE>

                    parties to this Agreement or their respective successors and
                    legal representatives. No waiver by any party to this
                    Agreement of any breach of any term, provision or condition
                    of this Agreement by the other party shall be deemed a
                    waiver of a similar or dissimilar condition or provision at
                    the same time, or any prior or subsequent time.

               10.3 Notices. All notices and other communications hereunder
                    shall be in writing and shall be given by hand-delivery to
                    the other party, by facsimile transmission, by overnight
                    courier, or by registered or certified mail, return receipt
                    requested, postage prepaid, addressed as follows:

                    If to the Executive:

                        John Hamilton

                    If to the Corporation:

                        Tokheim Corporation
                        ATTN: General Counsel
                        10501 Corporate Drive
                        Fort Wayne, IN 46845

                    Or to such other address as either party shall have
                    furnished to the other in writing in accordance herewith.
                    Notices and communications shall be effective when actually
                    received by the addressee.

               10.4 Withholding. The Corporation may withhold from any amounts
                    payable under this Agreement such taxes as shall be required
                    to be withheld pursuant to any applicable law or regulation.

               10.5 Severability. The invalidity or unenforceability of any
                    provision of this agreement shall not affect the validity or
                    enforceability of any other provision of this Agreement.

               10.6 Captions. The captions of this Agreement are not part of the
                    provisions hereof and shall have no force or effect.

               10.7 Entire Agreements. This Agreement contains the entire
                    agreement between the parties to this Agreement concerning
                    the subject matter hereof and supersedes all prior
                    agreements, understandings,

                                                                              14

<PAGE>


                    discussions, negotiations and undertakings, whether written
                    or oral, between the parties with respect thereto,
                    including, but not limited to, the Original Employment
                    Agreement and the Option Agreement.

              10.8  Representation. The Executive represents and warrants that
                    the performance of the Executive's duties and obligations
                    under this Agreement will not violate any agreement between
                    the Executive and any other person, firm, partnership,
                    corporation, or organization.

              10.9  Survivorship. The respective rights and obligations of the
                    parties to this Agreement shall survive any termination of
                    this Agreement or the Executive's employment hereunder for
                    any reason to the extent necessary to the intended
                    preservation of such rights and obligations.

              10.10 Indemnification. To the fullest extent permitted by law, the
                    Corporation shall indemnify and hold the Executive harmless
                    with respect to claims, suits, judgments, investigations,
                    and proceedings (including all reasonable attorneys fees)
                    arising out of or related to the Executive's status or
                    activities as an employee, officer or director of the
                    Corporation or any Affiliate or Subsidiary, provided that
                    indemnification is conditioned upon the Executive having
                    acted in good faith with respect to the events giving rise
                    to the claim for indemnification. This Section 10.10 does
                    not limit the rights the Executive may have under the
                    Corporation's Bylaws or Articles of Incorporation or under
                    law.

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and
the Corporation has caused this Agreement to be executed in its name on its
behalf, all as of the day and year first above written.

                                       TOKHEIM CORPORATION


                                       By: /s/ W.E. Redmond, Jr.
                                           -------------------------------------
                                           Name:  W.E. Redmond, Jr.
                                           TItle: Director--Tokheim Comp
                                                  Committee Chair

                                           /s/ John Hamilton
                                           -------------------------------------
                                           John Hamilton

                                                                              15

</TEXT>
</DOCUMENT>
