<PAGE>

                                                                         EX 4.20

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES
ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
PROVISIONS OF A CERTAIN WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF
DECEMBER 22, 1999, ENTERED INTO AMONG THE COMPANY AND CERTAIN HOLDERS OF
SECURITIES OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL
OFFICES. UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY, A COPY OF SUCH
AGREEMENT WILL BE PROVIDED WITHOUT CHARGE TO APPROPRIATELY INTERESTED PERSONS.


                              TOKHEIM CORPORATION


                              WARRANT CERTIFICATE


                         Dated as of December 22, 1999


                       Warrants to Purchase Common Stock
                       ---------------------------------


     TOKHEIM CORPORATION, an Indiana corporation (the "Company"), hereby
certifies that, for value received, _____________, or registered assigns (the
"Holder"), is the registered owner of ____________ Warrants (as adjusted from
time to time as provided herein, the "Warrants"), each of which will entitle the
registered owner thereof to purchase one share, as adjusted from time to time as
provided herein (each such share being a "Warrant Share" and all such shares
being the "Warrant Shares"), of the common stock, par value $1.00 per share, of
the Company (the "Common Stock") at the exercise price of $3.95 per share (as
adjusted from time to time as provided herein, the "Exercise Price") during the
period (the "Exercise Period") from and after the Original Issuance Date until
all Warrants evidenced hereby have been exercised, all subject to the following
terms and conditions. Certain capitalized terms are defined in Section 11
hereof. The Company and the Holder agree that
<PAGE>

the value of this Warrant on the date hereof is [$1.00 per share of Common Stock
represented hereby on the date of issuance].

     SECTION 1.  Registration. The Company shall register each Warrant upon
records to be maintained by the Company for that purpose in the name of the
record holder of such Warrant from time to time. The Company may deem and treat
the registered holder of each Warrant as the absolute owner thereof for the
purpose of any exercise thereof, any distribution to the holder thereof and for
all other purposes.

     SECTION 2.  Transfers and Exchanges of Warrants and Warrant Shares.

     (a)  Registration of Transfers and Exchanges. The Company shall register
the transfer of any Warrants upon records to be maintained by the Company for
that purpose upon surrender of this Warrant Certificate, with the Form of
Assignment attached hereto appropriately completed and duly signed, to the
Company at the office specified in or pursuant to Section 3(c). Upon any such
registration of transfer, a new Warrant Certificate, in substantially the form
of this Warrant Certificate, evidencing the Warrants so transferred shall be
issued to the transferee and a new Warrant Certificate, in similar form,
evidencing the remaining Warrants not so transferred, if any, shall be issued to
the then registered holder thereof.

     (b)  Warrants Exchangeable for Different Denominations. This Warrant
Certificate is exchangeable, upon the surrender hereof by the holder hereof at
the office of the Company specified in or pursuant to Section 3(c), for new
Warrant Certificates, in substantially the form of this Warrant Certificate,
evidencing in the aggregate the right to purchase the number of Warrant Shares
which may then be purchased hereunder, each of such new Warrant Certificates to
be dated the date of such exchange and to represent the right to purchase such
number of Warrant Shares as shall be designated by said holder hereof at the
time of such surrender.

     SECTION 3.  Duration and Exercise of Warrants.

     (a)  Warrants shall be exercisable by the registered holder thereof on any
business day during the Exercise Period.

     (b)  Subject to the provisions of this Warrant Certificate, including
adjustments to the number of Warrant Shares issuable on the exercise of each
Warrant and to the Exercise Price pursuant to Section 7, the holder of each
Warrant during the Exercise Period shall have the right to purchase from the
Company (and the Company shall be obligated to issue and sell to such holder of
a Warrant) at the Exercise Price one fully paid Warrant Share which is non-
assessable.

     (c)  Subject to Sections 4, 8 and 10, upon surrender of this Warrant
Certificate, with the Form of Election to Purchase attached hereto duly filled
in and signed, to the Company at its office at

                                      -2-
<PAGE>

1600 Wabash Avenue, Fort Wayne, Indiana 46801-0360, Attention: Chief Financial
Officer, or at such other address as the Company may specify in writing to the
then registered holder of the Warrants, and upon either (i) payment of the
Exercise Price multiplied by the number of Warrant Shares then issuable upon
exercise of the Warrants being exercised in lawful money of the United States of
America or (ii) notice by the registered Holder of this Warrant Certificate of
its election to exercise the Warrants evidenced by this Warrant Certificate on a
cashless basis in the manner described in subsection (d) of this Section 3, all
as specified by the Holder of this Warrant Certificate in the Form of Election
to Purchase, the Company shall promptly issue and cause to be delivered to or
upon the written order of the registered Holder of such Warrants, and in such
name or names as such registered Holder may designate, one or more certificates
for the Warrant Shares issued upon such exercise of such Warrants. Any Person so
designated to be named therein shall be deemed to have become Holder of record
of such Warrant Shares as of the Date of Exercise of such Warrants.

     The "Date of Exercise" of any Warrant means the date on which the Company
shall have received (i) this Warrant Certificate, with the Form of Election to
Purchase attached hereto appropriately completed and duly signed, and (ii)
unless the Holder of this Warrant Certificate makes the election described in
subsection (d) of this Section 3, payment of the Exercise Price for such
Warrant.

     (d)  In lieu of paying the Exercise Price upon exercise of the Warrants,
the Holder of this Warrant Certificate may elect to receive a number of Warrant
Shares whose aggregate Market Price as of the Date of Exercise is equal to the
fair value of this Warrant Certificate (or the portion hereof evidencing the
number of Warrants then being exercised) on such date, in which event the
Company shall issue to the Holder of this Warrant Certificate, upon receipt of
notice of such election, a number of Warrant Shares equal to (i) the number of
Warrant Shares that would otherwise be issuable upon payment of the Exercise
Price of the Warrants then being exercised minus (ii) the number of shares of
Common Stock having an aggregate Market Price equal to the product obtained by
multiplying the Exercise Price by the number of Warrant Shares otherwise
issuable upon payment of the Exercise Price of the Warrants then being
exercised.

     (e)  The Warrants evidenced by this Warrant Certificate shall be
exercisable, either as an entirety or, from time to time, for part only of the
number of Warrants evidenced by this Warrant Certificate. If less than all of
the Warrants evidenced by this Warrant Certificate are exercised at any time,
the Company shall issue, at its expense, a new Warrant Certificate, in
substantially the form of this Warrant Certificate, for the remaining number of
Warrants evidenced by this Warrant Certificate.

                                      -3-
<PAGE>

     SECTION 4.  Payment of Taxes. The Company will pay all transfer and stock
issuance taxes attributable to the issuance of the Warrants and the Warrant
Shares; provided, however, that the Company shall not be required to pay any tax
in respect of the transfer of Warrants, or the issuance or delivery of
certificates for Warrant Shares or other securities in respect of the Warrant
Shares upon the exercise of Warrants, to a Person other than a then existing
registered Holder of Warrants or an Affiliate of such registered Holder.

     SECTION 5.  Mutilated or Missing Warrant Certificate. If this Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company will,
upon request by the registered Holder of this Warrant Certificate, issue, in
exchange for and upon cancellation of the mutilated Warrant Certificate, or in
substitution for the lost, stolen or destroyed Warrant Certificate, a new
Warrant Certificate, in substantially the form of this Warrant Certificate, of
like tenor and representing the equivalent number of Warrants, but, in the case
of loss, theft or destruction, only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of this Warrant Certificate and, if
requested by the Company, a written agreement of indemnity from the Holder
satisfactory to the Company.

     SECTION 6.  Reservation, Listing and Issuance of Warrant Shares.

     (a)  The Company will at all times have authorized, and reserve and keep
available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon the exercise of the
Warrants, the number of shares of Warrant Shares issuable upon exercise of the
Warrants.

     (b)  Before taking any action which could cause an adjustment pursuant to
Section 7 reducing the Exercise Price below the then par value (if any) of the
Warrant Shares, the Company will take any corporate action which may be
necessary in order that the Company may validly and legally issue at the
Exercise Price as so adjusted Warrant Shares that are fully paid and non-
assessable.

     (c)  The Company covenants that all Warrant Shares will, upon issuance in
accordance with the terms of this Warrant Certificate, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all taxes with respect to the
issuance thereof and from all adverse claims, liens, charges and security
interests created by the Company.

     SECTION 7.  Adjustments of Price and Number of Warrant Shares.

                                      -4-
<PAGE>

     (a)  Adjustment of Number of Warrant Shares Issuable. Upon each adjustment
of the Exercise Price pursuant to this Section 7, the Holder of a Warrant shall
be entitled to purchase, at the Exercise Price in effect after such adjustment,
a number of Warrant Shares equal to the amount obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of such Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

     (b)  Adjustment of Price upon Issuance of Common Stock. If and whenever
after the date hereof, the Company shall issue or sell any shares of Common
Stock for a consideration per share less than 100% of the Market Price (as
hereinafter defined) at the time of such issue or sale, then forthwith upon such
issue or sale, the Exercise Price shall be reduced to the lesser of the prices
determined as follows:

          (i)  by dividing (A) an amount equal to the sum of (1) the number of
     shares of Common Stock Deemed Outstanding immediately prior to such issue
     or sale multiplied by the then existing Exercise Price, and (2) the
     consideration, if any, received by the Company upon such issue or sale, by
     (B) the total number of shares of Common Stock Deemed Outstanding
     immediately after such issue or sale; and

          (ii)  by multiplying the Exercise Price in effect immediately prior to
     the time of such issue or sale by a fraction, the numerator of which shall
     be the sum of (A) the number of shares of Common Stock Deemed Outstanding
     immediately prior to such issue or sale multiplied by the Market Price
     immediately prior to such issue or sale plus (B) the consideration received
     by the Company upon such issue or sale, and the denominator of which shall
     be the product of (C) the total number of shares of Common Stock Deemed
     Outstanding immediately after such issue or sale, multiplied by (D) the
     Market Price immediately prior to such issue or sale.

     (c)  Additional Adjustments. For the purposes of subsection (b) of this
Section, the following clauses shall also be applicable:

          (i)  Issuance of Rights or Options. If at any time the Company shall
     grant (whether directly or by assumption in a merger in which the Company
     is the surviving Company or otherwise) any rights to subscribe for or to
     purchase, or any options for the purchase of, Common Stock or any stock or
     securities convertible into or exchangeable for Common Stock (such
     convertible or exchangeable stock or securities being herein called
     "Convertible Securities") whether or not such

                                      -5-
<PAGE>

     rights or options or the right to convert or exchange any such Convertible
     Securities are immediately exercisable, and the price per share for which
     Common Stock is issuable upon the exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities (determined as
     provided below) shall be less than the Market Price in effect immediately
     prior to the time of the granting of such rights or options, then the total
     maximum number of shares of Common Stock issuable upon the exercise of such
     rights or options or upon conversion or exchange of the total maximum
     amount of such Convertible Securities issuable upon the exercise of such
     rights or options shall (as of the date of granting of such rights or
     options) be deemed to have been issued for such price per share, and the
     Exercise Price shall be adjusted in accordance with Section 7(b). Except as
     provided in clause (iii) of this subsection, no further adjustments of any
     Exercise Price shall be made upon the actual issue of such Common Stock or
     of such Convertible Securities upon exercise of such rights or options or
     upon the actual issue of such Common Stock upon conversion or exchange of
     such Convertible Securities. For the purposes of this clause (i), the price
     per share for which Common Stock is issuable upon the exercise of any such
     rights or options or upon conversion or exchange of any such Convertible
     Securities shall be determined by dividing (A) the total amount, if any,
     received or receivable by the Company as consideration for the granting of
     such rights or options, plus the minimum aggregate amount of additional
     consideration payable to the Company upon the exercise of all such rights
     or options, plus, in the case of such rights or options which relate to
     Convertible Securities, the minimum aggregate amount of additional
     consideration, if any, payable upon the issue or sale of such Convertible
     Securities and upon the conversion or exchange thereof, by (B) the total
     maximum number of shares of Common Stock issuable upon the exercise of such
     rights or options or upon conversion or exchange of all such Convertible
     Securities issuable upon the exercise of such rights or options.

          (ii)  Issuance of Convertible Securities. If the Company shall issue
     (whether directly or by assumption in a merger in which the Company is the
     surviving corporation or otherwise) or sell any Convertible Security,
     whether or not the rights to exchange or convert thereunder are immediately
     exercisable, and the price per share for which Common Stock is issuable
     upon conversion or exchange of such Convertible Securities (determined as
     provided below) shall be less than the Market Price in effect immediately
     prior to the time of such issue or sale, then the total maximum number of
     shares of Common Stock issuable upon conversion or exchange of all such
     Convertible Securities shall (as of the date of the issue or sale of such
     Convertible Securities) be deemed to have been issued for such

                                      -6-
<PAGE>

     price per share, and the Exercise Price shall be adjusted in accordance
     with Section 7(b), provided that (A) except as provided in clause (iii) of
     this subsection, no further adjustments of any Exercise Price shall be made
     upon the actual issue of such Common Stock upon conversion or exchange of
     such Convertible Securities, and (B) if any such issue or sale of such
     Convertible Securities is made upon exercise of any rights to subscribe for
     or to purchase or any option to purchase any such Convertible Securities
     for which adjustments of any Exercise Price have been or are to be made
     pursuant to other provisions of this subsection (c), no further adjustment
     of any Exercise Price shall be made by reason of such issue or sale. For
     the purposes of this clause (ii), the price per share for which Common
     Stock is issuable upon conversion or exchange of Convertible Securities
     shall be determined by dividing (C) the total amount, if any, received or
     receivable by the Company as consideration for the issue or sale of such
     Convertible Securities, plus the minimum aggregate amount of additional
     consideration, if any, payable to the Company upon the conversion or
     exchange thereof, by (D) the total maximum number of shares of Common Stock
     issuable upon the conversion or exchange of all such Convertible
     Securities.

          (iii)  Readjustments. If the purchase price provided for in any rights
     or options referred to in clause (i) above, or the additional
     consideration, if any, payable upon the conversion or exchange of
     Convertible Securities referred to in clause (i) or (ii) above, or the rate
     at which any Convertible Securities referred to in clause (i) or (ii) above
     are convertible into or exchangeable for Common Stock, shall be reduced,
     then the Exercise Price in effect at the time of such event shall forthwith
     be readjusted to the Exercise Price which would have been in effect at such
     time had such rights, options or Convertible Securities then outstanding
     provided for such reduced purchase price, additional consideration or
     conversion rate, as the case may be, at the time initially granted, issued
     or sold. On the expiration of any such option or right or the termination
     of any such right to convert or exchange such Convertible Securities, the
     Exercise Price and number of Warrant Shares issuable pursuant hereto then
     in effect shall be readjusted to the Exercise Price and number of Warrant
     Shares which would have been in effect at the time of such expiration or
     termination had such warrant, right, option or Convertible Security never
     been issued, and the shares of Common Stock issuable thereunder shall no
     longer be Common Stock Deemed Outstanding.

          (iv)  Consideration for Stock. If any shares of Common Stock or
     Convertible Securities or any rights or options to purchase any such Common
     Stock or Convertible Securities shall

                                      -7-
<PAGE>

     be issued or sold for cash, the consideration received therefor shall be
     deemed to be the amount received by the Company therefor, without deduction
     therefrom of any expenses incurred or any underwriting commissions or
     concessions paid or allowed by the Company in connection therewith. If the
     Company shall declare or pay a dividend or make any other distribution upon
     any stock of the Company payable in Common Stock, Convertible Securities or
     options, warrants or rights to purchase Common Stock or Convertible
     Securities, the securities issuable in payment of such dividend or
     distribution shall be deemed to have been issued or sold without
     consideration. If any shares of Common Stock or Convertible Securities or
     any rights or options to purchase any such Common Stock or Convertible
     Securities shall be issued or sold for a consideration other than cash, the
     amount of the consideration other than cash received by the Company shall
     be deemed to be the fair value of such consideration as determined
     reasonably and in good faith by the board of directors of the Company,
     without deduction of any expenses incurred or any underwriting commissions
     or concessions paid or allowed by the Company in connection therewith. If
     any shares of Common Stock or Convertible Securities or any rights or
     options to purchase such shares of Common Stock or Convertible Securities
     shall be issued in connection with any merger or consolidation in which the
     Company is the surviving corporation (other than any consolidation or
     merger in which the previously outstanding shares of Common Stock of the
     Company shall be changed into or exchanged for the stock or other
     securities of another corporation), the amount of consideration therefor
     shall be deemed to be the fair value as determined reasonably and in good
     faith by the board of directors of the Company or such portion of the
     assets and business of the non-surviving corporation as such board may
     reasonably and in good faith determine to be attributable to such shares of
     Common Stock, Convertible Securities, rights or options, as the case may
     be. In the event of any consolidation or merger of the Company in which the
     Company is not the surviving corporation or in which the previously
     outstanding shares of Common Stock of the Company shall be changed into or
     exchanged for the stock or other securities of another entity or in the
     event of any sale of all or substantially all of the assets of the Company
     for stock or other securities of any entity, the Company shall be deemed to
     have issued a number of shares of its Common Stock for stock or securities
     or other property of such entity computed on the basis of the actual
     exchange ratio on which the transaction was predicated and for a
     consideration equal to the fair market value on the date of such
     transaction of all such stock or securities or other property of such
     entity, and if any such calculation results in adjustment of the Exercise
     Price in accordance with Section 7(b), the determination of the

                                      -8-
<PAGE>

     number of shares of Common Stock issuable upon exercise of the Warrants
     immediately prior to such merger, consolidation or sale, for purposes of
     Section 7(f), shall be made after giving effect to such adjustment of the
     Exercise Price.

          (v)  Record Date. If the Company shall take a record of the holders of
     its Common Stock for the purpose of entitling them (A) to receive a
     dividend or other distribution payable in Common Stock or in Convertible
     Securities or (B) to rights to subscribe for or to purchase, or any options
     for the purchase of, Common Stock or Convertible Securities, then such
     record date shall be deemed to be the date of the issue or sale of the
     shares of Common Stock deemed to have been issued or sold upon the
     declaration of such dividend or the making of such other distribution or
     the date of the granting of such right, as the case may be.

          (vi)  Treasury Shares. The number of shares of Common Stock
     outstanding at any given time shall not include shares owned or held by or
     for the account of the Company, and the disposition of any such shares
     shall be considered an issue or sale of Common Stock for the purposes of
     this Section 7.

     (d)  Subdivision or Combination of Stock. If the Company shall at any time
subdivide (whether by stock split, stock dividend, recapitalization or
otherwise) the outstanding shares of Common Stock into a greater number of
shares or pay a dividend or make a distribution to holders of Common Stock in
the form of Common Stock, the Exercise Price in effect immediately prior to such
subdivision, payment or distribution shall be proportionately reduced;
conversely, if the outstanding shares of Common Stock shall be combined into a
smaller number of shares (whether by reverse stock split or otherwise), the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased.

     (e)  Payment in the Event of Dividends. If the Company shall pay a dividend
or distribution (including, without limitation, a distribution in the form of
securities of the Company) upon the Common Stock, the Company shall pay to the
holder of this Warrant Certificate, in respect of each Warrant Share issuable
upon exercise of the Warrants evidenced hereby, an amount equal, in the case of
a dividend in cash, to the amount per share of the Common Stock so payable or,
in the case of any other dividend, to the fair value per share of the Common
Stock of the property so payable, as determined, reasonably and in good faith,
by the board of directors of the Company.

     (f)  Adjustments for Consolidation, Merger, Sale of Assets, Reorganization,
etc. If the Company (i) consolidates with or merges into any other entity and is
not the continuing or surviving

                                      -9-
<PAGE>

corporation of such consolidation or merger, or (ii) permits any other entity to
consolidate with or merge into the Company and the Company is the continuing or
surviving corporation but, in connection with such consolidation or merger, the
Common Stock is changed into or exchanged for stock or other securities of any
other corporation or cash or any other assets, or (iii) transfers all or
substantially all of its properties and assets to any other entity, or (iv)
effects a recapitalization, capital reorganization or reclassification of the
capital stock of the Company in such a way that holders of Common Stock shall be
entitled to receive stock, securities, cash or assets with respect to or in
exchange for Common Stock (each of the transactions referred to in the foregoing
clauses (i) through (iv) being an "Organic Change"), then, and in each such
case, proper provision shall be made in form and substance satisfactory to the
Holders so that, upon the basis and upon the terms and in the manner provided in
this subsection (f), the holder of this Warrant Certificate, upon the exercise
of each Warrant at any time after the consummation of such Organic Change, shall
be entitled to receive (at the aggregate Exercise Price in effect for all
Warrant Shares issuable upon such exercise immediately prior to such
consummation as adjusted to the time of such transaction), in lieu of shares of
Common Stock issuable upon such exercise prior to such consummation, the stock
and other securities, cash and assets to which such holder would have been
entitled upon such consummation if such holder had so exercised such Warrant
immediately prior thereto (subject to adjustments subsequent to such corporate
action as nearly equivalent as possible to the adjustments provided for in this
Section 7).

     (g)  Notice of Adjustment. Upon any adjustment of any Exercise Price, then
and in each such case the Company shall promptly deliver a notice to the
registered holder of the Warrants, which notice shall state the Market Price, if
any adjustment depends upon a determination of Market Price, and the Exercise
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of each
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

     (h)  Other Notices.  In case at any time:

          (i)   the Company shall declare any cash dividend on its Common Stock;

          (ii)  the Company shall pay any dividend payable in stock upon its
     Common Stock or make any distribution (other than regular cash dividends)
     to the holders of its Common Stock;

          (iii) the Company shall offer for subscription pro rata to the holders
     of its Common Stock any additional shares

                                      -10-
<PAGE>

     of stock of any class or other rights;

          (iv)  the Company shall authorize the distribution to all holders of
     its Common Stock of evidence of its indebtedness or assets (other than cash
     dividends or cash distributions payable out of earnings or earned surplus
     or dividends payable in Common Stock);

          (v)   there shall be any Organic Change;

          (vi)  there shall be a voluntary or involuntary dissolution,
     liquidation, bankruptcy, assignment for the benefit of creditors, or
     winding up of the Company; or

          (vii) the Company proposes to take any other action or an event occurs
     which would require an adjustment of the Exercise Price pursuant to
     subsection (i) of this Section 7;

then, in any one or more of said cases, the Company shall give written notice,
addressed to the holder of this Warrant Certificate at the address of such
holder as shown on the books of the Company, of (1) the date on which the books
of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights, or (2) the date (or, if not then known, a
reasonable approximation thereof by the Company) on which such Organic Change or
other action or event, as the case may be, shall take place (or, in the case of
clause (vi) above, the date on which the relevant action or event took place).
Such notice shall also specify (or, if not then known, reasonably approximate)
the date as of which the holders of Common Stock of record shall participate in
such dividends, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such Organic Change, dissolution, liquidation, bankruptcy, assignment for the
benefit of creditors, winding up, or other action or event, as the case may be.
Such written notice shall be given at least twenty days prior to the action in
question and not less than twenty days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto; provided, that
no advance notice need be given of any event or action specified in clause (vi)
above, but the Company shall give notice of such event as promptly thereafter as
practicable.

     (i)  Certain Events. If any event occurs of the type contemplated by the
provisions of this Section 7 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company
shall appoint a firm of independent certified public accountants (which may be
the regular auditors of the Company) of recognized national standing, which
shall give their opinion upon the adjustment, if

                                      -11-
<PAGE>

any, on a basis consistent with the basic intent and principles established in
the other provisions of this Section 7, necessary to preserve, without dilution,
the exercise rights of the registered holder of this Warrant Certificate. Upon
receipt of such opinion, the Company shall forthwith make the adjustments
described therein.

     (j)  Certain Exceptions to Antidilution Protection. Notwithstanding
anything to the contrary in this Section 7, there shall be no adjustment to the
Exercise Price or to the number of Warrant Shares issuable upon exercise hereof:
(i) in connection with the sale or issuance of the Warrant Certificates for an
initial aggregate of 2,527,020.01 shares of Common Stock issued to the Lenders
(or their Affiliates) under the Credit Agreement on the Original Issuance Date
and all warrants issued upon the partial exercise, transfer or division of, or
in substitution for, any such warrants, or any adjustment to the number of
shares issuable pursuant thereto in accordance with the terms of any thereof;
(ii) from and after the date on which all holders of the Schlumberger Warrant
have issued the waiver and amendment referred to the Section 11 of Amendment No.
5 to the Credit Agreement, any adjustment to the number of shares issuable under
the Schlumberger Warrant pursuant to the terms thereof as in effect on the
Original Issuance Date; (iii) upon exercise of any Convertible Security
outstanding on the Original Issuance Date provided that the price per share for
which Common Stock is issuable upon exercise of such Convertible Security was
not less than the Market Price upon the date of grant or issuance of such
Convertible Security; or (iv) upon any exercise of the Schlumberger Warrant in
accordance with the terms thereof in effect on the Original Issuance Date.

     (k)  Other Securities. If at any time, as a result of an adjustment made
pursuant to this Section 7, any holder of Warrants shall become entitled to
purchase any securities of the Company other than shares of Common Stock, the
number or amount of such other securities so purchasable and the consideration
for such securities shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions contained in
this Section 7 hereof.

     SECTION 8.  No Stock Rights. No holder of this Warrant Certificate, as
such, shall be entitled to vote or be deemed the holder of Common Stock or any
other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer upon
the Holder of this Warrant Certificate, as such, the rights of a stockholder of
the Company or the right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or give or withhold
consent to any corporate action or to receive notice of meetings or other
actions affecting stockholders (except as provided herein), or to receive
dividends (except as provided

                                      -12-
<PAGE>

herein) or subscription rights or otherwise, until the Date of Exercise of the
Warrants shall have occurred.

     SECTION 9.  Fractional Shares. The Company shall not be required to issue
fractions of Warrant Shares upon exercise of the Warrants or to distribute
certificates which evidence fractional Warrant Shares. As to any fractional
share of Common Stock which the Holder would otherwise be entitled to subscribe
for from the Company upon such exercise, the Company shall purchase from the
Holder such unissued fractional share at a price equal to an amount calculated
by multiplying such fractional share (calculated to the nearest 1/100th of a
share) by the then-Market Price determined in accordance with the terms of this
Warrant. Payment of such amount shall be made in cash or by check payable to the
order of the Holder at the time of delivery of any certificate or certificates
arising upon such exercise.

     SECTION 10.  No Registration under Securities Act. Neither the Warrants nor
the Warrant Shares have been registered under the Securities Act. The Holder of
this Warrant Certificate, by acceptance hereof, represents that it is acquiring
the Warrants to be issued to it for its own account and not with a view to the
distribution thereof, and agrees not to sell, transfer, pledge or hypothecate
any Warrants or any Warrant Shares unless a registration statement is effective
for such Warrants or Warrant Shares under the Securities Act or in the opinion
of such holder's counsel (a copy of which opinion shall be delivered to the
Company) such transaction is exempt from the registration requirements of the
Securities Act; provided that Warrants and Warrant Shares issued to such Holder
may be transferred to any Affiliate of such Holder, without any such
registration (to the extent permitted by law) or opinion, subject to the
foregoing restriction on any further sale, transfer, pledge or hypothecation by
such Affiliate.

     SECTION 11.  Certain Definitions. The following terms have the meanings set
forth below:

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with such
Person.

     "Common Stock" is defined in the first paragraph hereof.

     "Common Stock Deemed Outstanding" means, at any given time, (x) the number
of shares of Common Stock actually outstanding at such time, plus (y) the number
of shares of Common Stock issuable pursuant to any outstanding Convertible
Securities, or rights or options to purchase Common Stock or Convertible
Securities but only to the extent such Convertible Securities, rights or options
are In the Money at such time.

     "Company" is defined in the first paragraph hereof.

                                      -13-
<PAGE>

     "Convertible Securities" is defined in Section 7(c)(i).

     "Credit Agreement" means the Second Amended and Restated Credit Agreement
dated as of December 14, 1998 among the Company, certain subsidiaries of the
Company, certain lenders and ABN Amro Bank N.V., as administrative agent, as
amended, supplemented or otherwise modified from time to time.

     "Date of Exercise" is defined in Section 3(c).

     "Exercise Period" is defined in the first paragraph hereof.

     "Exercise Price" is defined in the first paragraph hereof.

     "Holder" is defined in the first paragraph hereof.

     "In the Money" means, as to any Convertible Securities or rights or options
to purchase Common Stock or Convertible Securities at any time, that such
Convertible Securities, rights or options have a conversion price, exercise
price or similar price per share of Common Stock that is less than the Market
Price as of the date of determination.

     "Market Price" shall mean the average of the daily closing prices per share
of the Common Stock for the ten consecutive trading days immediately preceding
the day as of which "Market Price" is being determined (exclusive of "ex-
dividend" and similar dates) provided, however, that (i) Market Price shall be
the closing price per share of the Common Stock of the Company on the date of
issuance with respect to the issuance of options to purchase Common Stock of the
Company issued to directors, officers or employees of the Company and (ii)
Market Price shall be the closing price per share of the Common Stock of the
Company on the date the underwriting agreement is executed with respect to any
bona fide underwritten public offering of the Common Stock of the Company
involving net cash proceeds to the Company of at least $1,000,000.  The closing
price for each day shall be the last sale price regular way or, in case no such
sale takes place on such day, the average of the closing bid and asked prices
regular way, in either case on the principal national securities exchange on
which the shares are listed or admitted to trading, or if the shares are not so
listed or admitted to trading, on the National Market System of NASDAQ or, if
prices for the shares are not quoted on such National Market System, the average
of the highest reported bid and lowest reported asked prices as furnished by the
National Association of Securities Dealers, Inc. through NASDAQ or through a
similar organization if NASDAQ is no longer reporting such information.  If
shares of the Common Stock are not listed or admitted to trading on any exchange
or quoted through NASDAQ or any similar organization, the "Market Price" shall
be deemed to be the

                                      -14-
<PAGE>

higher of (x) the book value of a share of the Common Stock as determined by any
firm of independent certified public accountants of recognized national
standing, selected by the board of directors of the Company, as at the last day
of any month ending within sixty days preceding the date as of which the
determination is to be made and (y) the fair value thereof determined in good
faith by a nationally recognized independent investment banking firm selected by
the Company and acceptable to the holders of a majority of the Warrants as of a
date which is within 30 days of the date as of which the determination is to be
made (the fees and expenses of such independent certified public accountants and
independent investment banking firm to be paid by the Company); provided,
however, that in the case of any determination of Market Price pursuant to this
sentence, the Market Price shall not be less than the amount of the
consideration per share received by the Company in respect of the most recent
sale, transfer or other issuance of Common Stock by the Company (other than as a
result of the exercise of any option or warrant or the conversion of any
Convertible Security) in an arms' length transaction to an unaffiliated third
party within the 90-day period immediately preceding the date as to which the
determination is to be made.

     Anything herein to the contrary notwithstanding, if the Company shall issue
any shares of Common Stock or Convertible Securities or rights or options to
purchase Common Stock or Convertible Securities in connection with the
acquisition by the Company of the stock or assets of any other corporation or
the merger of any other corporation into the Company, the Market Price shall be
determined in the manner described in this definition as of the date the number
of shares of Common Stock, Convertible Securities (or in the case of Convertible
Securities other than stock, the aggregate principal amount of Convertible
Securities), rights or options was determined (as set forth in a written
agreement between the Company and the other party to the transaction) rather
than on the date of issuance of such shares of Common Stock, Convertible
Securities, rights or options.

     "Organic Change" is defined in Section 7(f).

     "Original Issuance Date" means December 22, 1999.

     "Person" means an individual, a corporation, a partnership, an association,
a trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

     "Schlumberger Warrant" means the Warrant to Purchase up to 19.9% of the
Shares of Tokheim Corporation dated September 30, 1998 issued by the Company to
Schlumberger Limited.

     "Securities Act" means the Securities Act of 1933, as amended.

                                      -15-
<PAGE>

     "Warrant" is defined in the first paragraph hereof.

     "Warrant and Registration Rights Agreement" means the Warrant and
Registration Rights Agreement dated as of December 22, 1999 among the Company
and certain holders of its securities, as amended, supplemented or otherwise
modified from time to time.

     "Warrant Share" is defined in the first paragraph hereof.

     SECTION 12. Notices. All notices, requests, demands and other
communications relating to this Warrant Certificate shall be in writing,
including by facsimile, addressed (a) if to the registered owner hereof, to it
at the address furnished by the registered owner to the Company, and (b) if to
the Company, to it at 1600 Wabash Avenue, Fort Wayne, Indiana 46801-0630,
facsimile no.: (219) 484-1110, Attention: Chief Financial Officer, or to such
other address as any party shall notify the other party in writing, and shall be
effective, in the case of written notice by mail, three days after placement
into the mails (first class, postage prepaid), and in the case of notice by
facsimile, on the same day as receipt is confirmed.

     SECTION 13. Binding Effect. This Warrant Certificate shall be binding upon
and inure to the sole and exclusive benefit of the Company, its successors and
assigns, the registered Holder or Holders from time to time of the Warrants and
the Warrant Shares.

     SECTION 14. Governing Law. This Warrant Certificate shall be construed in
accordance with and governed by the internal laws of the State of Illinois.

                                  -16-
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed by its officer thereunto duly authorized as of the date hereof.

                                       TOKHEIM CORPORATION



                                       By
                                          Title:

                                      -17-
<PAGE>

                         FORM OF ELECTION TO PURCHASE

(To be executed by the holder of Warrants if such holder desires to exercise
Warrants evidenced by the foregoing Warrant Certificate)


To Tokheim Corporation:

     The undersigned hereby irrevocably elects to exercise _______________
Warrants evidenced by the foregoing Warrant Certificate for, and to [purchase
thereunder, _______________ shares of Common Stock issuable upon exercise of
said Warrants and delivery of $___________ (in cash as provided for in the
foregoing Warrant Certificate) and any applicable taxes payable by the
undersigned pursuant to such Warrant Certificate.][receive, in accordance with
Section 3(d) of the Warrant Certificate, ______ shares of Common Stock issuable
upon exercise of said Warrants and delivery of any applicable taxes payable by
the undersigned pursuant to such Warrant Certificate].

     The undersigned requests that certificates for such shares be issued in the
name of

                                       PLEASE INSERT SOCIAL
                                       SECURITY OR TAX
                                       IDENTIFICATION NUMBER


-------------------------------
(Please print name and address)



     If said number of Warrants shall not be all the Warrants evidenced by the
foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to


                        (Please print name and address)



Dated:  ______________, _____                  Name of
                                       holder of Warrant (Print):

                                       (By:)
                                            (Title:)


<PAGE>

                              FORM OF ASSIGNMENT


     FOR VALUE RECEIVED, _______________________________________ hereby sells,
assigns and transfers to each assignee set forth below all of the rights of the
undersigned in and to the number of Warrants (as defined in and evidenced by the
foregoing Warrant Certificate) set opposite the name of such assignee below and
in and to the foregoing Warrant Certificate with respect to said Warrants and
the shares of Common Stock issuable upon exercise of said Warrants:


Name of Assignee                  Address                   Number of Warrants
----------------                  -------                   ------------------



     If the total of said Warrants shall not be all the Warrants evidenced by
the foregoing Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so assigned be issued in the name of and
delivered to the undersigned.

                                       Name of
                                       holder of Warrant (Print:)