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                                                                    Exhibit 10.8

                             EMPLOYMENT AGREEMENT
                             for CORPORATE OFFICER


     THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of this 15TH day of
JULY, 1999, by and between Tokheim Corporation, an Indiana Corporation
("Company") and JACQUES ST-DENIS ("Employee").

                                    RECITALS

     A.   Company acknowledges and recognizes the value of Employee's services
and deems it necessary and desirable to retain Employee's full-time services.

     B.   Employee and Company desire to embody the terms and conditions of
Employee's employment in a written agreement, which will supersede all prior
employment agreements, whether written or oral.

                                   AGREEMENT

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth below, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

     EMPLOYMENT.    Company agrees to employ Employee, and Employee agrees to
serve Company, on a full time basis in the capacity of EXECUTIVE VICE PRESIDENT,
OPERATIONS, subject to the terms and conditions of this Agreement.

     1.   TERM.  Employee's employment shall commence on the effective date of
this Agreement and continue for an indefinite period and until such time as it
may be terminated by one or both of the parties as provided below.

     2.   DEFINED TERMS.  For purposes of this Agreement, the following terms
shall have the following meanings, when capitalized:

     "Base Monthly Rate" means the sum of (i) Employee's monthly salary payable
under Section 4.1 as of the determination date and (ii) one-twelfth of the
average bonus paid to Employee for the two fiscal years of the Company preceding
the determination date.  For purposes of Section 5, the determination date shall
be the date on which this Agreement terminates, and, for purposes of Section 7,
the determination date shall be the date on which the Change in Control occurs.
For purposes of clause (ii) of the first sentence of this definition, if
Employee was not employed for the two full fiscal years immediately preceding
the determination date, the amount under clause (ii) shall be one-twelfth of
Employee's bonus for the fiscal year immediately preceding the determination
date.

     "Board" means the Company's Board of Directors.
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     "Cause" has the meaning specified in Section 5.1.1.

     "Change in Control" has the meaning specified in Section 7.1.2.

     "Code" or "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended from time to time.

     "Committee" means a duly authorized committee of the Board.

     "Confidential Information" has the meaning specified in Section 8.

     "Deferred Compensation Plan" means the Tokheim Corporation Deferred
Compensation Plan, as in effect on the earlier of Executive's termination of
employment or a Change in Control.

     "Disabled" or "Disability" means a mental or physical illness of Employee
that prevents Employee from performing the essential functions of his position
in a satisfactory manner and that the Board determines is likely to continue for
at least six months or the remainder of Employee's life.  The Board's
determination of the existence or non-existence of Disability shall be made in
good faith based on medical evidence acceptable to the Board.

     "Supplemental Executive Retirement Plan" means the Tokheim Corporation
Supplemental Executive Retirement Plan, as in effect on the earlier of
Executive's termination of employment or a Change in Control.

     3.   DUTIES.

          3.1  During the term of this Agreement, Employee shall have such
     duties and responsibilities and shall supply such services in the carrying
     out of such duties and responsibilities as Company, through its Board, a
     Committee, its Chief Executive Officer, or another executive officer
     designated by the Board or a Committee shall from time to time direct.
     Subject to the provisions of Section 7, Company retains the right to change
     the position, responsibilities, duties, or services to be performed by
     Employee in such manner as it deems appropriate.  During the term of
     employment, Employee shall devote his best efforts and skills to the
     business interests of Company and shall not engage in any commercial
     enterprise or activity, either directly or indirectly, in conflict with
     Company's business, or which may in any way interfere with his employment,
     without the consent of the Board.

          3.2  Employee agrees that, during the term of his employment, any and
     all inventions and discoveries, whether or not patentable, which Employee
     may conceive or make (collectively, "Inventions"), either alone or in
     conjunction with others and related or in any way connected with the
     business of Company, shall be the sole and exclusive property of Company.
     Employee shall, without further compensation or consideration, but at the

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     expense of Company, and as and when requested to do so by Company, promptly
     execute and assign any and all applications, assignments, and other
     instruments which Company shall deem necessary to apply for and obtain
     letters patent of the United States and foreign countries for any
     Inventions and to assign and convey to Company or its nominee the sole and
     exclusive right, title, and interest in and to any Inventions or
     applications or patents thereon. As promptly as known or possessed by
     Employee, Employee shall disclose to Company all information with respect
     to any Invention. Employee further agrees that, during the term of
     employment, any trademarks, tradenames, service marks, trade styles, logos,
     emblems, labels, slogans, and writings, whether or not copyrighted
     (collectively, "Marks"), originated by Employee, alone or in conjunction
     with others, and related or in any way connected with the business of
     Company, shall be the sole and exclusive property of Company. Employee
     shall, without further compensation or consideration, but at the expense of
     Company, and as and when requested to do so by Company, take all action
     necessary to register or otherwise perfect Company's interest in and to any
     Marks.

     4.   COMPENSATION.  During the term of this Agreement, Company shall
compensate Employee for his services as follows:

          4.1  Employee shall be entitled to an initial monthly base salary of
     $24,080. Employee's base salary shall be payable in semi-monthly or monthly
     installments in accordance with the policy of Company at the time of such
     payments.  Employee's base salary shall be reviewed by the Board or a
     Committee at least annually and, subject to the provisions of Section 7,
     shall be subject to adjustment by the Board or such Committee.

          4.2  Employee shall be eligible for such bonus program as may from
     time to time be made available and applicable to Employee by the Board or a
     Committee.

          4.3  Employee shall be granted participation in all employee benefit
     plans applicable to  Employee's position with Company, including, but not
     limited to, medical plans, disability plans, life insurance plans, savings
     plans, stock option plans, the Deferred Compensation Plan, the Supplemental
     Executive Retirement Plan, and such other plans as may from time to time be
     made available and applicable to Employee (collectively, "Plans"),
     consistent with the policies of Company and the terms and conditions of the
     Plans, as in effect from time to time.  Except as provided in Section 7,
     nothing in this Agreement shall be deemed to alter the terms and conditions
     of any Plan or the policy of Company with respect to any Plan, and nothing
     in this Agreement shall be deemed to entitle Employee to any rights in any
     Plan which would not otherwise be made available to Employee pursuant to
     the terms, conditions, and provisions of the Plan.

               4.3.1  Except as may otherwise be expressly provided, Employee
          shall be granted, upon termination of this Agreement, such rights as
          may be available to him pursuant to any Plan or Plans then in effect.

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     5.   TERMINATION.  Either Company or Employee may terminate this Agreement
upon providing written notice to the other.

          5.1  By the Company.  In the event this Agreement is terminated with
     Cause, Employee shall be entitled to no severance pay, and the parties
     shall each be entitled only to such continuing rights as may be provided in
     this Agreement or as may otherwise be available to them in law or equity.

               5.1.1  With Cause.  For purposes of this Agreement, the
          termination of this Agreement shall be deemed to have been made with
          Cause only upon the occurrence of one or more of the following
          circumstances:

                    5.1.1.1  Employee engages in any breach of fiduciary duty,
                    act of dishonesty, or theft involving Company;

                    5.1.1.2  Employee is convicted of a felony;

                    5.1.1.3  Employee discloses Confidential Information in
                    violation of Section 8 or competes with Company in violation
                    of Section 9;

                    5.1.1.4  Employee refuses or fails to carry out the duties
                    which may have been assigned to him; or

                    5.1.1.5  Employee continues to violate any written Company
                    policy after written notice by Company of the violation.

          Before the Board terminates Employee's employment for Cause, it shall
          provide Employee an opportunity, after reasonable notice, to appear
          before the Board.  To terminate Employee for Cause, the Board must
          adopt a resolution terminating Employee by affirmative vote of at
          least 75% of its members, after having given Employee the opportunity
          to present his case to the Board.  The Board's resolution must state
          that the Board finds in good faith that (i) Employee is guilty of
          conduct constituting Cause, specifying the details of such conduct,
          and (ii), for cause described in Section 5.1.1.5, Employee failed to
          cure such conduct within 30 days after receiving written notice from
          Company detailing such conduct. The effective date of Employee's
          termination for Cause shall be the date on which Employee receives a
          copy of the resolution adopted by the Board or such later date
          specified in the resolution.

               5.1.2  Without Cause.  In the event Company terminates this
          Agreement without Cause, Employee shall be entitled to severance pay
          equal to 18 months of Employee's base salary payable pursuant to
          Section 4.1 in effect at the time of the termination, payable at the
          same interval as his salary at the time of the termination.

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          Employee shall have no obligation to mitigate damages by seeking other
          employment.

               5.1.3  The right to severance pay under this Section 5.1.2 shall
          vest upon notice of termination and shall not be affected by
          Employee's subsequent death or disability.

                    5.1.3.1  Employee shall also be entitled to the following
                    for 18 months or until Employee begins alternative
                    employment:

                    i    Medical insurance, life insurance, and disability
                         insurance benefits from Company comparable to such
                         benefits provided with respect to Employee as of the
                         date of the termination of this Agreement.

                    ii   Continued accrual of benefits under the Supplemental
                         Executive Retirement Plan, if Employee is a Participant
                         therein, as if Employee's employment had continued at
                         the Base Monthly Rate.

          5.2  By Employee.  Subject to Section 7, in the event Employee
     terminates this Agreement, Employee shall be entitled to no severance pay
     and shall be entitled only to such other rights as may be provided in this
     Agreement or as may otherwise be available to him in law or equity.

          5.3  Death or Disability.  In the event Employee dies or becomes
     permanently Disabled during the term of this Agreement or any extension of
     it, this Agreement shall terminate upon the date of such death or
     Disability.  In the event this Agreement terminates by Employee's death or
     Disability, Company shall pay Employee's pro-rata base salary under Section
     4.1 through the termination date, and Employee shall be entitled to such
     continuing benefits as may be provided in any plan or by law, but Employee
     shall not be entitled to severance pay.

     6.   RETURN OF COMPANY PROPERTY.  Upon termination of this Agreement for
any reason, Employee shall immediately surrender to Company, in the same
condition as existed prior to termination of this Agreement, all property of
Company in his possession or control, including Confidential Information,
computers, files, and any other property owned by Company. Employee and Company
acknowledge and agree that the damages suffered as a result of the breach of
this Section would be difficult to ascertain.  Accordingly, the parties agree
that Company shall be entitled to liquidated damages in the amount of $5,000 in
the event of a breach by Employee of this Section.

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     7.   CHANGE IN CONTROL.

          7.1  Benefits payable.  Notwithstanding anything in this Agreement to
     the contrary, Employee shall be entitled to the termination benefits set
     forth below, if this Agreement is terminated by a "Triggering Event."  The
     benefits set forth below shall be in addition to any other benefits which
     may have accrued to Employee during the term of employment; provided,
     however, the provisions regarding direct severance pay shall be exclusive
     and shall replace any other rights of Employee to direct severance payments
     as set forth in Section 5.

               7.1.1  Triggering Event.  For purposes of this Agreement, a
          Triggering Event shall be deemed to have occurred if:

                    7.1.1.1  there is a Change in Control; and

                    7.1.1.2  within 12 months after the Change in Control:

                    (a)  Company terminates this Agreement without Cause, or

                    (b)  (1)  Company or Employee terminates this Agreement, and

                         (2)  in combination with the Change in Control, there
                              has been one or more of the following:

                              (i)   a change in the President and/or Chief
                                    Executive Officer of Tokheim Corporation or
                                    the principle managing corporation,

                              (ii)  a change of Employee's job authority or
                                    responsibilities,

                              (iii) a reduction of Employee's base salary
                                    payable pursuant to Section 4.1 or a
                                    material reduction of aggregate benefits
                                    provided to Employee, or

                              (iv)  the relocation of Employee's primary office
                                    location to a distance greater than 50 miles
                                    from the current office location.

               7.1.2  Change in Control.  As used in this Agreement, a "Change
          in Control" shall be deemed to have occurred if there has been one or
          more of the following:

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                    7.1.2.1  any "person" (as such term is used in Section
                    13(d)(3) and 14(d)(2) of the Securities Exchange Act of
                    1934, as amended from time to time), other than a retirement
                    plan sponsored by Company, becomes a beneficial owner,
                    directly or indirectly, of securities of Company
                    representing 20% or more of the combined voting power of
                    Company's then outstanding securities;

                    7.1.2.2  less than 51% of the members of the Board are
                    Incumbent Directors (as defined in the Company's Deferred
                    Compensation Plan, as in effect on the date of this
                    Agreement):

                    7.1.2.3  any corporation or group of associated persons
                    acting in concert, owns more than 25% of the outstanding
                    shares of voting stock of Company coupled with or followed
                    by the exercise of the voting power of such shares by the
                    election of two or more directors of Company in any one
                    election at the instance of such corporation or group;

                    7.1.2.4  Company becomes a party to an agreement of merger,
                    consolidation, or other reorganization pursuant to which
                    Company will be a constituent corporation, and either (i)
                    Company is not the surviving or resulting corporation, or
                    (ii) the transaction will result in less than 60% of the
                    outstanding voting securities of the surviving or resulting
                    entity being owned by former shareholders of Company;

                    7.1.2.5  Company becomes a party to an agreement providing
                    for Company's sale or other disposition of all or
                    substantially all of its assets to any individual,
                    partnership, joint venture, association, trust, corporation,
                    or other entity or person which is not an Affiliate (as
                    defined in the Company's Deferred Compensation Plan, as in
                    effect on the date of this Agreement);

                    7.1.2.6  an event that triggers the exercisability of rights
                    under the Company's Shareholder Rights Plan, as in effect at
                    the time of the Triggering Event; or

                    7.1.2.7  the occurrence of another event that the Board
                    designates a Change in Control.

          7.2  Benefits.  In the event this Agreement is terminated by a
     Triggering Event, Employee shall be entitled to the following:

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               7.2.1  A lump sum severance payment equal to Employee's Base
          Monthly Rate multiplied by 24, payable within 30 days following
          termination of the Agreement.

               7.2.2  Employee shall also be entitled to the following for 24
          months or until Employee begins alternative employment.

                    7.2.2.1  Medical, life, accidental death and dismemberment,
                    disability, pension, and split dollar life insurance
                    benefits from Company comparable to such benefits with
                    respect to Employee as of the date of the termination of
                    this Agreement.

                    7.2.2.2  Continued accrual of benefits under the
                    Supplemental Executive Retirement Plan as if Employee's
                    employment had continued at the Base Monthly Rate.

          7.3  Notwithstanding any provision of this Section 7 to the contrary,
     if Company reasonably determines that any payment or benefit provided
     pursuant to this Section is an "excess parachute payment" within the
     meaning of Code Section 280G or any successor thereof, Company may limit
     the total payment or benefit to Employee to the maximum amount payable by
     Company that would not constitute an "excess parachute payment."

          7.4  Employee shall have the right to enforce his rights under this
     Section 7 in any court with jurisdiction over the parties and matter or
     pursuant to the arbitration procedures of Section 15.  Company shall be
     responsible for Employee's reasonable expenses and attorneys' fees in any
     such court proceeding or arbitration and shall pay all costs of arbitration
     relating to Employee's enforcement of his rights under this Section.

     8.   NONDISCLOSURE OF CONFIDENTIAL INFORMATION.  For purposes of this
Agreement, Confidential Information is defined as trade secrets (as defined in
Indiana Code 24-2-3-2, as amended), software programs, customer reports,
customer lists, vendor reports, vendor lists, and other information regarding
customers and vendors utilized by Company in the course of its business, and any
information regarding Company's present or future business plans.

          8.1  Employee acknowledges his position with Company will expose
     Employee to certain Confidential Information and that Confidential
     Information constitutes a valuable, special, and unique asset of Company's
     business.  Employee shall not, during or at any time after the term of his
     employment, disclose any Confidential Information acquired by Employee
     during his employment to any person, firm, corporation, association, or
     other entity for any purpose, or use Confidential Information for any
     purpose, other than for the performance of services for Company.

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          8.2  In the event of Employee's actual or threatened breach of the
     provisions of this Section, Company shall be entitled to obtain an
     injunction enjoining Employee from committing such actual or threatened
     breach.  In the event Company obtains an injunction enjoining Employee from
     violating this provision, Company shall be entitled to recover all costs
     incurred in connection with the injunction, including reasonable attorneys'
     fees. Company shall also be permitted to pursue any other available
     remedies available for such breach or threatened breach, including the
     recovery of damages, costs, and attorneys' fees from Employee.

          8.3  Employee acknowledges that all Confidential Information is the
     sole and exclusive property of Company.  Employee shall surrender
     possession of all Confidential Information, including documents, computers,
     software, disks, tapes or video recordings, or any other written, recorded,
     or graphic matter, however produced or reproduced, containing Confidential
     Information to Company upon any suspension or termination of Employee's
     employment.  If, after the suspension or termination of Employee's
     employment, Employee becomes aware of any Confidential Information in his
     possession, Employee shall immediately surrender possession of the
     Confidential Information to Company.

     9.   RESTRICTIVE COVENANT.  For purposes of this Agreement, "Competing
Business" is defined as Gilbarco, Wayne, Schlumberger, Bennett, and Tatsuno, and
their respective affiliates and subsidiaries, both domestic and international,
and any other company engaged in the petroleum dispensing manufacturing business
or point of sale equipment business related to petroleum dispensing.

          9.1  Employee hereby covenants and agrees that, for the greater of 18
     months after termination of this Agreement, or such time as Employee is
     receiving any severance pay from Company (the "Restricted Period"),
     Employee shall not, directly or indirectly own, manage, operate, control,
     be controlled by, participate in, be employed by, or be connected in any
     manner with the ownership, management, operation, or control of any
     Competing Business.  Employee further covenants and agrees that he shall
     not during the Restricted Period contact or attempt to contact, either
     directly or indirectly, any customers of Company as they may exist at the
     time of termination of Employee's employment for the purpose of soliciting
     such customer's business for or on behalf of any Competing Business.
     Employee specifically acknowledges and agrees that Company's business is
     international in scope and that the restriction as contained in this
     section is intended to cover activity by Employee both domestically and
     internationally.  Employee further stipulates, covenants, and agrees that a
     reasonable geographic restriction, as that term is used and defined by
     Indiana law, on Employee's activities under this Section is the entire
     world.

          9.2  In the event of Employee's actual or threatened breach of the
     provisions of this Section, Company shall be entitled to obtain an
     injunction enjoining Employee from committing such actual or threatened
     breach.  In the event Company obtains an injunction enjoining Employee from
     violating this provision, Company shall be entitled to recover all

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     costs incurred in connection with the injunction, including reasonable
     attorneys' fees. Company shall also be permitted to pursue any other
     available remedies available for such breach, including the recovery of
     damages and reasonable costs and attorneys' fees from Employee.

          9.3  If a court of competent jurisdiction or any arbitrator determines
     that any provision or restriction in this Section is unreasonable or
     unenforceable, the court or arbitrator shall modify such restriction or
     provision so that the agreement then becomes an enforceable restriction of
     the activities of Employee.

     10.  FORFEITURE OF BENEFITS.  If Employee breaches his obligations under
either Section 8 or Section 9, Employee shall forfeit all future payments or
compensation payable or provided by Company, except as required pursuant to the
terms of a Plan.

     11.  NO CONTINUING OBLIGATION.  Employee acknowledges and agrees that this
Agreement does not grant Employee the right to continue as an employee of
Company as an executive or in any other capacity.

     12.  NO TRUST ESTABLISHED.  All payments provided under this Agreement
shall be paid in cash from the general funds of Company, and no separate or
special fund has been or shall be established, and no segregation of assets has
been or shall be made to assure payment.  Employee shall have no right, title,
or interest in or to any investments or other assets which Company may acquire
or obtain to assist in meeting its obligations under this Agreement.  Nothing
contained in this Agreement, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind or a fiduciary
relationship between Company and Employee or any other person. The right of any
person to receive payments from Company under this Agreement shall be no greater
than the rights of a general unsecured creditor of Company.

     13.  WITHHOLDING.  Company may withhold from any payments or benefits
provided under this Agreement:

          13.1  all federal, state, city, or other taxes as required pursuant to
     any law or governmental regulation or ruling; and

          13.2  any amounts owed by Employee to Company for any reason at the
     time of the termination of this Agreement.

     14.  NO ASSIGNMENT OR ALIENATION.  This Agreement shall not be assignable
by Employee without Company's prior written consent; provided, however, nothing
in this Section shall preclude Employee from designating a beneficiary to
receive any benefit payable upon his death or preclude Employee's executors,
administrators, or other legal representatives of his estate from assigning any
rights hereunder to the person or persons entitled thereto.  Further, except as
required by law, no right to receive payments under this Agreement shall be
subject to anticipation,

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communication, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to execution, attachment, levy, or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void, and of no effect.

     15.  ARBITRATION. Employee and Company recognize and agree that the
arbitration of disputes provides mutual advantages in terms of facilitating the
fair and expeditious resolution of disputes. In consideration of these mutual
advantages, the parties agree as follows:

          15.1  Limitation of Section.  The provisions of this Section are
     subject to and limited by the provisions of Sections 7.4, 8.2, and 9.2.
     Except to the extent elected by Employee under Section 7.4, or by the
     Company under Section 8.2 or 9.2, the provisions of this Section shall not
     apply to any action brought pursuant to Sections 7.4, 8.2, or 9.2.

          15.2  Scope of Arbitration. The parties shall submit to arbitration,
     in accordance with these provisions, any and all disputes either party may
     have arising from or related to this Agreement, and any other disputes
     between the parties arising from or related to their employment
     relationship, including but not limited to, any disputes regarding alleged
     common law tort violations or violations of state or federal statutory
     rights. The parties further agree that the arbitration process set forth
     below shall be the exclusive means for resolving all disputes made subject
     to arbitration but that no arbitrator shall have authority to determine
     whether disputes fall within the scope of these arbitration provisions.

          15.3  Governing Law. Employee and Company agree that the
     interpretation and enforcement of the arbitration provisions of this
     Agreement, including any right to appeal, shall be governed by the Indiana
     Uniform Arbitration Act, I.C. 34-4-2-1, et seq.

          15.4  Time Limits on Submitting Disputes. Employee and Company
     acknowledge and agree that one of the objectives of this arbitration
     provision is to resolve disputes expeditiously, as well as fairly, and
     that it is the obligation of both parties, to those ends, to raise any
     disputes subject to arbitration under this Agreement in an expeditious
     manner. Accordingly, the parties agree to waive all statutes of limitations
     that might otherwise be applicable, and agree further that, as to any
     dispute subject to arbitration pursuant to this Agreement, notice of a
     demand for arbitration must be provided to the other party:

               15.4.1  In the event of a dispute arising out of a termination
          of this Agreement, within six months of the date of termination;

               15.4.2  In the event of a breach of Section 8 or 9, within four
          months after the full Board has actual knowledge of the breach; or

               15.4.3  In the event of any other dispute, within three months
          after the dispute arises.

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          Failure to demand arbitration on claims within these time limits is
     intended to, and shall to the furthest extent permitted by law, be a waiver
     and release with respect to such claims, and, in the absence of a timely
     submitted written demand for arbitration, an arbitrator has no authority to
     resolve the disputes or render an award.

          15.5  Availability of Provisional Relief.  Notwithstanding anything
     herein to the contrary, nothing in this Section shall prevent Company or
     Employee from obtaining injunctive relief from a court of competent
     jurisdiction to enforce the obligations of Sections 8 and 9 and for which
     either party may require provisional relief pending a decision on the
     merits by the arbitrator.

          15.6  American Arbitration Association Rules Apply as Modified Herein.
     Any arbitration of disputes shall be conducted under the Model Employment
     Procedures of the American Arbitration Association (AAA), as modified in
     this Agreement.

          15.7  Invoking Arbitration. Either party may invoke the arbitration
     procedures described in this Agreement by written notice of a demand for
     arbitration (an "Arbitration Notice"). An Arbitration Notice shall contain
     a statement of the matter to be arbitrated in sufficient detail to
     establish the timeliness of the demand. The parties shall then have ten
     business days within which they may identify a mutually agreeable
     arbitrator. After the ten day period has expired, the parties shall prepare
     and submit to the AAA a joint submission, with each party to contribute
     half of the appropriate administrative fee. In their submission to the AAA,
     the parties shall either designate a mutually acceptable arbitrator or
     request a panel of arbitrators from the AAA according to the procedure
     described in section, below.

          15.8  Arbitrator Selection. In the event the parties cannot agree upon
     an arbitrator within ten business days after the Arbitration Notice is
     received, their joint submission to the AAA shall request a panel of seven
     arbitrators from the joint Labor and Commercial Arbitration Panels who are
     practicing attorneys with professional experience in the field of labor
     and/or employment law, and the parties shall attempt to select an
     arbitrator from the panel according to AAA procedures. If the parties
     remain unable to select an arbitrator, they shall request from AAA a panel
     of three comparably qualified arbitrators from which the AAA shall reject
     the least preferred candidate of each party and select the candidate with
     the highest joint ranking of the parties.

          In the event of the death or disability of an arbitrator, the parties
     shall select a new arbitrator as provided above. The substitute arbitrator
     shall have the power to determine the extent to which he or she shall act
     on the record already made in arbitration.

          15.9  Prehearing Procedures. Upon accepting assignment as arbitrator,
     the arbitrator shall promptly conduct a preliminary hearing at which each
     party shall be entitled to submit a brief statement of their respective
     positions, and at which the arbitrator shall establish a timetable for
     prehearing activities and the conduct of the hearing, and may

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     address initial requests from the parties for prehearing disclosure of
     information. At the preliminary hearing and/or thereafter, the arbitrator
     shall have the discretion and authority to order, upon request or
     otherwise, the prehearing disclosure of information to the parties. Such
     disclosure may include, without limitation, production of requested
     documents, exchange of witness lists and summaries of the testimony of
     proposed witnesses, and examination by deposition of potential witnesses,
     to the end that information disclosure shall be conducted in the most
     expeditious and cost-effective manner possible, and shall be limited to
     that which is relevant and for which each party has a substantial,
     demonstrable need. The arbitrator shall further have the authority, upon
     request or otherwise, to confer with the parties or their designated
     representatives concerning any matter, and to set or modify timetables for
     all aspects of the arbitration proceeding.

          The arbitrator may award either party its reasonable attorneys' fees
     and costs, including reasonable expenses associated with production of
     witnesses or proof, upon a finding that the other party (i) engaged in
     unreasonable delay, (ii) failed to comply with the arbitrator's discovery
     order, or (iii) failed to comply with requirements of confidentiality
     hereunder. The arbitrator shall also have the authority, upon request or
     otherwise, to entertain and decide motions for prehearing judgment.

          15.10  Stenographic Record. There shall be a stenographic record of
     the arbitration hearing, unless the parties agree to record the proceedings
     by other reliable means. The costs of recording the proceedings shall be
     borne equally by the parties.

          15.11  Location. Unless otherwise agreed by the parties, arbitration
     hearings shall take place in Fort Wayne, Allen County, Indiana at a
     mutually agreeable place or, if no agreement can be reached, at a place
     designated by the AAA.

          15.12  The Hearing. At any hearing, the party bearing the burden of
     proof according to the governing substantive law shall present its evidence
     first.

          15.13  Posthearing Briefs. After the close of the arbitration hearing,
     and on any issue concerning prehearing procedures, the arbitrator shall
     allow the parties to submit written briefs.

          15.14  Confidentiality. All arbitration proceedings hereunder shall be
     confidential. Neither party shall disclose any information about the
     evidence produced by the other in the arbitration proceeding or about
     documents produced by the other in connection with the proceeding, except
     in the course of a judicial, regulatory or arbitration proceeding, or as
     may be requested by governmental authority. Before making any disclosure
     permitted by the preceding sentence, the party shall give the other party
     reasonable written notice of the intended disclosure and an opportunity to
     protect its interests. Expert witnesses and stenographic reporters shall
     sign appropriate nondisclosure agreements.

                                      -13-
<PAGE>

          15.15  Costs. Except as otherwise expressly provided in this
     Agreement, as to any disputes arising from the termination of the
     Agreement, each party shall be responsible for its costs, including
     attorneys' fees, incurred in any arbitration, and the arbitrator shall not
     have authority to include all or any portion of said costs and fees in his
     or her award. The costs and fees of the arbitrator and of the AAA shall be
     borne equally by the parties.

               15.15.1  Notwithstanding anything herein to the contrary, Company
          shall be entitled to recover its reasonable costs and attorneys' fees
          incurred in enforcing the provisions of Section 8 or Section 9,
          provided that it prevails in such enforcement action.

               15.15.2  Notwithstanding anything herein to the contrary,
          Employee shall be entitled to recover from the Company all costs and
          expenses incurred in enforcing his rights under this Agreement,
          including all expenses of the arbitration and attorneys' fees and
          costs, provided that he prevails in whole or in part in such
          enforcement action.

          15.16  Remedies.  The arbitrator shall have authority to award any
     remedy or relief that a federal or state court situated in the State of
     Indiana could grant in conformity to applicable law.

          15.17  Law Governing the Arbitrator's Award. In rendering an award,
     the arbitrator shall determine the rights and obligations of the parties,
     including employment discrimination issues, according to federal law and
     the substantive law of the State of Indiana (excluding conflicts of laws
     principles) as though the matter were before a court of law.

          15.18.  Written Awards and Enforcement. Any arbitration award shall be
     accompanied by a written statement containing a summary of the issues in
     controversy, a description of the award, and an explanation of the reasons
     for the award. The parties agree that a competent court shall enter
     judgment upon the award of the arbitrator, provided it is in conformity
     with the terms of this Agreement.

          15.19  Conflict in Procedure. If any part of this arbitration
     procedure is in conflict with any mandatory requirement of applicable law,
     the mandatory requirement shall govern, and the procedure set forth above
     shall be reformed and construed to the maximum extent possible in
     conformance with the applicable law. The procedure shall remain otherwise
     unaffected and enforceable.

     16.  MISCELLANEOUS.

          16.1  Entire Agreement.  This Agreement constitutes the entire
     agreement between the parties and all prior negotiations and agreements,
     whether written or oral, are merged into this Agreement.

                                      -14-
<PAGE>

          16.2  Severability. If any provision of this Agreement shall for any
     reason be held to be invalid, illegal, or unenforceable in any respect,
     such invalidity, illegality, or unenforceability shall not affect any other
     provision or part of a provision of this Agreement; but this Agreement
     shall be reformed and construed as if such provision had never been
     contained in it, and any such provision shall be reformed so that it would
     be valid, legal and enforceable to the maximum extent permitted.

          16.3  Counterparts.  This Agreement may be executed in several
     counterparts, each of which shall be deemed an original, but all of which
     counterparts collectively shall constitute one document representing the
     agreement among the parties.

          16.4  Binding  Agreement.  This Agreement shall be binding upon and
     shall inure to the benefit of the parties to this Agreement and their
     respective successors and assigns.

          16.5  Amendment. This Agreement may not be amended, discharged,
     terminated, or changed orally; and any such proposed amendment, discharge,
     termination, or change shall be in writing and signed by the party against
     whom such amendment, change, discharge, or termination is sought.

          16.6  Waiver of Breach.  The waiver by any party of a breach of any
     provision of this Agreement shall not operate or be construed as a waiver
     of any subsequent breach; and no waiver shall be valid unless it is in
     writing and is signed by the party against whom such waiver is sought.

          16.7  Extension of Noncompete Period. The periods of time during which
     Employee is prohibited from engaging in such business practices pursuant to
     this Agreement shall be extended by any length of time during which
     Employee is in breach of any of such covenants.

          16.8  Applicable Law. This Agreement shall be governed by and
     construed in accordance with the laws of the State of Indiana.

          16.9  Survival. The provisions and restrictions contained in Sections
     8 and 9 shall survive the termination of this Agreement and Employee's
     employment with Company.

          16.10  Full Disclosure. Employee acknowledges that Employee's
     employment with Company is conditioned upon the execution of this
     Agreement. Employee represents and acknowledges that Employee has carefully
     reviewed all of the terms and conditions in this Agreement and has been
     advised of Employee's right to seek independent legal counsel prior to
     execution of this Agreement.

          16.11  Notices. Any notice, request, or other communication required
     or permitted under this Agreement shall be in writing. Notice shall be
     deemed to have been given only

                                      -15-
<PAGE>

     if personally delivered or sent by registered or certified mail, return
     receipt requested. Any notice so mailed shall be deemed given on the
     postmark date. Failure or refusal to accept or receive any notice or
     communication shall not affect the validity of the notice. All such notices
     shall be given to the respective parties at the addresses designated below,
     or to such other address as a party may designate in a like manner.

     If to Company:    TOKHEIM CORPORATION
                       c/o NORMAN L. ORELKE, VICE PRESIDENT, SECRETARY
                       & GENERAL COUNSEL
                       P.O. BOX 360
                       FORT WAYNE, IN 46801

     If to Employee:  -----------------------------------------

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

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

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

     IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first written above.


TOKHEIM CORPORATION                 EMPLOYEE

  /s/ Douglas K. Pinner                /s/ Jacques St-Denis
---------------------------         ---------------------------
DOUGLAS K. PINNER, CHAIRMAN             JACQUES ST-DENIS
   PRESIDENT & CEO


      /s/ Norman L. Roelke
     --------------------------
By:  NORMAN L. ROELKE
Its: VICE PRESIDENT, SECRETARY & GENERAL COUNSEL

                                      -16-