Exhibit 10.16

                 [FORM OF] INCENTIVE STOCK OPTION AGREEMENT
                                   UNDER
                            TOKHEIM CORPORATION
                           MANAGEMENT OPTION PLAN

           This Incentive Stock Option Agreement (the "Option Agreement") is
 made and entered into as of [insert date] (the "Date of Grant"), by and
 between Tokheim Corporation, a Indiana corporation (the "Company"), and
 [optionee] (the "Optionee").  Capitalized terms not defined herein shall
 have the meaning ascribed to them in the Company's Management Option Plan
 (the "Option Plan").  The Option is intended to be an Incentive Stock
 Option under Section 422 of the Internal Revenue Code of 1986, as amended
 (the "Code").  Notwithstanding the foregoing, the Option will not qualify
 as an Incentive Stock Option, among other events, (i) if the Optionee
 disposes of the Option Shares (defined below) acquired pursuant to the
 Option at any time during the two year period following the date of this
 Agreement or the one year period following the date on which the Option is
 exercised, or (ii) if the Optionee is not employed by the Company or a
 subsidiary of the Company within the meaning of Section 424 of the Code (a
 "Subsidiary") at all times during the period beginning on the date of this
 Agreement and ending on the day three months before the date of exercise of
 the Option, or (iii) to the extent the aggregate fair market value
 (determined as of the time the Option is granted) of the stock subject to
 Incentive Stock Options which become exercisable for the first time in any
 calendar year exceeds $100,000.  To the extent that the Option does not
 qualify as an Incentive Stock Option, it shall constitute a separate
 Nonqualified Stock Option.


           1.   Number of Shares.  The Company hereby grants to the Optionee
 an option (this "Option") to purchase [insert number] Shares (the "Option
 Shares") at an Exercise Price per Share of $[insert price], subject to all
 of the terms and conditions of this Option Agreement and the Option Plan.

           2.   Option Term.  The term of the Option and of this Option
 Agreement (the "Option Term") shall commence on the Date of Grant set forth
 above and, unless the Option is previously terminated pursuant to Section 5
 below, shall terminate upon the tenth anniversary of the Date of Grant (the
 "Expiration Date").  As of the Expiration Date, all rights of the Optionee
 hereunder shall terminate.


           3.   Conditions of Exercise.

                (a)       Subject to Section 5 below, the Option shall
 become vested and exercisable in equal installments over a three year
 period on each anniversary of the Date of Grant as follows:

           (1)  1st  anniversary: 1/3 of the Option Shares
           (2)  2nd anniversary:  an additional 1/3 of the Option Shares
           (3)  3rd anniversary:  an additional 1/3 of the Option Shares.

                (b)       Prior to the Expiration Date, this Option may be
 exercised in whole or in part at any time as to Option Shares which have
 vested; provided that, in the event the Optionee terminates employment or
 service with the Company or Subsidiary, from and after such Termination
 Date (as defined in Section 5 below), this Option may be exercised only
 with respect to Option Shares that have vested as of the Termination Date.
 This Option may not be exercised for a fraction of a share.

           4.   Method of Exercise of Option.

                (a)  The Option may be exercised by delivering to the
 Company an executed stock option exercise notice in the form approved by
 the Administrator from time to time (the "Exercise Notice"), which shall
 set forth, inter alia, (i) the Optionee's election to exercise the Option,
 (ii) the number of Shares being purchased and (iii) any representations,
 warranties and agreements regarding the Optionee's investment intent and
 access to information as may be required by the Company to comply with
 applicable securities laws, and payment in full of the aggregate Exercise
 Price of the shares being purchased.

                (b)  The Option may not be exercised unless such exercise is
 in compliance with all applicable federal and state securities law, as they
 are in effect on the date of exercise.

                (c)  Payment of the aggregate Exercise Price for Option
 Shares being purchased and any applicable withholding taxes may be made
 (i) in cash or by check, (ii) at the discretion of the Administrator, by
 means of a cashless exercise procedure either through a broker or through
 withholding of Shares otherwise issuable upon exercise of the Option, (iii)
 at the discretion of the Administrator, in the form of unrestricted Shares
 already owned by the Optionee which, (x) in the case of unrestricted Shares
 acquired upon exercise of an option, have been owned by the Optionee for
 more than six months on the date of surrender, and (y) have an aggregate
 Fair Market Value on the date of surrender equal to the aggregate Exercise
 Price of the Shares as to which such Option shall be exercised.

           5.   Effect of Termination of Employment or Service.  Upon the
 termination of the Optionee's employment with the Company or Subsidiary
 under any circumstances, the Option shall immediately terminate as to any
 Option Shares that have not previously vested as of the date of such
 termination (the "Termination Date").  Any portion of the Option that has
 vested as of the Termination Date shall be exercisable in whole or in part
 for a period of 30 days following the Termination Date unless the
 termination is by the Company for Cause; provided that, in the event of
 termination by reason of the Optionee's death or Disability or in the event
 of the Optionee's death during such 30-day period, such exercise period
 shall extend until the date that is six months from the Termination Date;
 provided, further, that in no event may the Option be exercised after the
 Expiration Date.  Upon expiration of such 30-day or six-month period, as
 applicable, any unexercised portion of the Option shall terminate in full.
 If the Optionee's employment is terminated by the Company for Cause, no
 portion of the Option may be exercised following the Termination Date.


           6.   Other Change in Employment Status.  An Option shall be
 affected, both with regard to vesting schedule and termination, by leaves
 of absence, changes from full-time to part-time employment, partial
 disability or other changes in the employment status of an Optionee, in the
 discretion of the Administrator.  The Administrator shall follow the
 written policy of the Company (if any) as it may be in effect from time to
 time, with regard to such matters.

           7.   Adjustments; Change in Control.  In the event of a Change in
 Capitalization, a substitution or proportionate adjustment shall be made in
 the kind, number and/or option price of shares of stock or other property
 subject to outstanding Options granted under the Option Plan, as set forth
 in Section 5 of the Option Plan.  If during the one-year period following a
 Change in Control, the employment or service of the Optionee is terminated
 by reason of a Qualifying Termination, this Option shall become fully and
 immediately exercisable.

           8.   Nontransferability of Option.  Except under the laws of
 descent and distribution (including by instrument to an inter vivos or
 testamentary trust in which the Options are to be passed to beneficiaries
 upon the death of the Participant), the Optionee shall not be permitted to
 sell, transfer, pledge or assign the Option and this Option Agreement and
 the Option shall be exercisable, during the Optionee's lifetime, only by
 the Optionee.  Any attempted assignment, transfer, pledge, hypothecation or
 other disposition of the Option contrary to the provisions hereof, and the
 levy of any execution, attachment or similar process upon the Option shall
 be null and void and without effect.

           9.   Notices.  All notices and other communications under this
 Agreement shall be in writing and shall be given by facsimile or first
 class mail, certified or registered with return receipt requested, and
 shall be deemed to have been duly given three days after mailing or 24
 hours after transmission by facsimile to the respective parties named
 below:

      If to Company:       Tokheim Corporation
                           10501 Corporate Drive
                           Fort Wayne, Indiana 46845
                           Facsimile: (219) 484-1110
                           Attn:  Secretary

      If to the Optionee: [Optionee]
                          [address]
                          Facsimile: [o]

           Either party hereto may change such party's address for notices
 by notice duly given pursuant hereto.

           10.  Securities Laws Requirements.  The Option shall not be
 exercisable to any extent, and the Company shall not be obligated to
 transfer any Option Shares to the Optionee upon exercise of such Option, if
 such exercise, in the opinion of counsel for the Company, would violate the
 Securities Act (or any other federal or state statutes having similar
 requirements as may be in effect at that time).  Further, the Company may
 require as a condition of transfer of any Option Shares pursuant to any
 exercise of the Option that the Optionee furnish a written representation
 that he or she is purchasing or acquiring the Option Shares for investment
 and not with a view to resale or distribution to the public.  [The Optionee
 hereby represents and warrants that he or she understands that the Option
 Shares are "restricted securities," as defined in Rule 144 under the
 Securities Act, and that any resale of the Option Shares must be in
 compliance with the registration requirements of the Securities Act, or an
 exemption therefrom, and with the requirements of any applicable "blue sky"
 laws.  Each certificate representing Option Shares shall bear the legends

 set forth below and any other legends that may be required by the Company
 or by any federal or state securities laws:

           THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE RESTRICTED
           SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
           RULES THEREUNDER, AND MAY NOT BE SOLD, OFFERED FOR SALE OR
           OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN
           EXEMPTION THEREFROM.

           THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
           CERTAIN RESTRICTIO NS ON TRANSFER AND A RIGHT OF FIRST REFUSAL
           HELD BY THE ISSUER OR ITS ASSIGNEES. SUCH TRANSFER RESTRICTIO NS
           AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREE S OF THESE
           SHARES.]

           Further, if the Company decides, in its sole discretion, that the
 listing or qualification of the Option Shares under any securities or other
 applicable law is necessary or desirable, the Option shall not be
 exercisable, in whole or in part, unless and until such listing or
 qualification, or a consent or approval with respect thereto, shall have
 been effected or obtained free of any conditions not acceptable to the
 Company.

           11.  No Obligation to Register Option Shares.  The Company shall
 be under no obligation to register the Option Shares pursuant to the
 Securities Act or any other federal or state securities laws.

           12.  Protections Against Violations of Agreement.  No purported
 sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance,
 gift, transfer in trust (voting or other) or other disposition of, or
 creation of a security interest in or lien on, any of the Option Shares by
 any holder thereof in violation of the provisions of this Agreement or the
 Certificate of Incorporation or the By-Laws of the Company, will be valid,
 and the Company will not transfer any of said Option Shares on its books
 nor will any of said Option Shares be entitled to vote, nor will any
 dividends be paid thereon, unless and until there has been full compliance
 with said provisions to the satisfaction of the Company.  The foregoing
 restrictions are in addition to and not in lieu of any other remedies,
 legal or equitable, available to enforce said provisions.

           13.  Withholding Requirements.  The Company's obligations under
 this Option Agreement shall be subject to all applicable tax and other
 withholding requirements, and the Company shall, to the extent permitted by
 law, have the right to deduct any withholding amounts from any payment or

 transfer of any kind otherwise due to the Optionee. With the approval of
 the Administrator, the Optionee may satisfy the foregoing requirement by
 electing to have the Company withhold from delivery Shares or by delivering
 already owned unrestricted Shares, in each case, having a value equal to
 the minimum amount of tax required to be withheld.  Such Shares shall be
 valued at their Fair Market Value on the date as of which the amount of tax
 to be withheld is determined.  Fractional share amounts shall be settled in
 cash.

           14.  Failure to Enforce Not a Waiver.  The failure of the Company
 to enforce at any time any provision of this Option Agreement shall in no
 way be construed to be a waiver of such provision or of any other provision
 hereof.


           15.  Governing Law.  This Option Agreement shall be governed by
 and construed according to the laws of the State of [bullet] without regard
 to its principles of conflict of laws.

           16.  Incorporation of Option Plan.  The Option Plan is hereby
 incorporated by reference and made a part hereof, and the Option and this
 Option Agreement shall be subject to all terms and conditions of the Option
 Plan.

           17.  Amendments.  This Option Agreement may be amended or
 modified at any time only by an instrument in writing signed by each of the
 parties hereto.

           18.  Rights as a Stockholder.  Neither the Optionee nor any of
 the Optionee's successors in interest shall have any rights as a
 stockholder of the Company with respect to any Shares subject to the Option
 until the date of issuance of a stock certificate for such Shares.

           19.  Agreement Not a Contract for Services.  Neither the Option
 Plan, the granting of the Option, this Option Agreement nor any other
 action taken pursuant to the Option Plan shall constitute or be evidence of
 any agreement or understanding, express or implied, that the Optionee has a
 right to continue to provide services as an officer, director, employee,
 consultant or advisor of the Company or any Parent, Subsidiary or affiliate
 of the Company for any period of time or at any specific rate of
 compensation.

           20.  Authority of the Board.  The Board shall have full authority
 to interpret and construe the terms of the Option Plan and this Option
 Agreement.  The determination of the Board as to any such matter of
 interpretation or construction shall be final, binding and conclusive.

           21.  Acceptance.  The Optionee hereby acknowledges receipt of a
 copy of the Option Plan and this Option Agreement.  The Optionee has read
 and understand the terms and provision thereof, and accepts the Option
 subject to all the terms and conditions of the Option Plan and this
 Agreement.



           IN WITNESS WHEREOF, the parties hereto have executed and
 delivered this Option Agreement on the day and year first above written.

                                        TOKHEIM CORPORATION


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

                                        -----------------------------------
                                        Optionee