10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-19657

TRM CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	93-0809419
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

5208 N.E. 122nd Avenue
Portland, Oregon 97230-1074
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (503) 257-8766

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of each class)

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No þ

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer o          Accelerated filer þ          Non-accelerated filer o

          Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

          As of June 30, 2006 the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was $107,441,000.

          As of May 1, 2007 the number of shares of the registrant’s Common Stock outstanding was 17,143,589.

Documents incorporated by reference: None.

TRM CORPORATION
TABLE OF CONTENTS

Item		Page
No.		No.
	Part I
1.	Business		1
1A.	Risk Factors		7
1B.	Unresolved Staff Comments		14
2.	Properties		14
3.	Legal Proceedings		14
4.	Submission of Matters to a Vote of Security Holders		14
	Part II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
6.	Selected Financial Data		16
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
7A.	Quantitative and Qualitative Disclosures about Market Risk		36
8.	Financial Statements and Supplementary Data		36
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		68
9A.	Controls and Procedures		68
9B.	Other Information		70
	Part III
10.	Directors, Executive Officers and Corporate Governance		71
11.	Executive Compensation		73
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		83
13.	Certain Relationships and Related Transactions, and Director Independence		86
14.	Principal Accounting Fees and Services		86
	Part IV
15.	Exhibits, Financial Statement Schedules		88
SHARE PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
AGREEMENT BETWEEN TRM CORPORATION AND NOTEMACHINE LIMITED
CONSULTING AGREEMENT
SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
FIFTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
TENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
ELEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
THIRTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT
SUBSIDIARIES OF THE REGISTRANT
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350
CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

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PART I

ITEM 1. BUSINESS

General

          Where you can find more information. We file annual, quarterly and other reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). We also make available free of charge through our website at www.trm.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after they are filed electronically with the SEC.

          Overview. We are an owner and operator of off-premises networks of automated teller machines, or ATMs. We expanded into the ATM business in 1999, leveraging the experience and infrastructure we had established in developing our photocopier operations, which began in 1981. During 2006 we operated ATM networks in the United States, United Kingdom, Canada and Germany, and operated photocopier networks in the United States, United Kingdom and Canada. From 2001 to 2005, we expanded our ATM operations through both internal growth and through acquisitions including, in November 2004, the acquisition of a network of over 15,000 ATMs from eFunds Corporation. However, as a result of financial difficulties that we encountered beginning in 2005, in 2006 we determined to sell assets in order to reduce debt and to focus our business on our U.S. ATM operations. As a result, we sold our United Kingdom photocopy business in June 2006, our United Kingdom, Canadian and German ATM businesses in January 2007, and our United States photocopy business in January 2007. Currently, we operate ATMs in the United States and photocopiers in Canada. During 2006 our United States ATM networks had an average of 12,378 transacting ATMs and our Canadian photocopy network had an average of 2,751 photocopiers.

          We locate our ATMs and photocopiers in high traffic retail environments through national merchants such as The Pantry, Cumberland Farms, and Wal-Mart, and through regional and locally-owned supermarkets, convenience and other stores. In addition to providing our merchant customers with supplemental revenues from shared transaction fees, we believe that the presence of ATMs and photocopiers in a merchant’s store helps to promote higher foot traffic, increased impulse purchases and longer shopping times since they often make the retail site a destination for cash and photocopies. We attempt to maximize the usefulness of our ATMs to our customers by participating in as many electronic funds transfer networks, or EFTNs, as practical, including NYCE, Visa, Mastercard, Cirrus, Plus, American Express, Discover/Novus, and STAR.

          Net sales from our ATM operations accounted for 93% of our net sales from continuing operations in both 2005 and 2006.

          Net sales from our photocopier operations accounted for 7% of our net sales from continuing operations in both 2005 and 2006.

Servicing

          Through 2006 we had an extensive field servicing operation that maintained our network of ATMs and photocopiers. Through this operation, we provided installation, maintenance, diagnostic and repair services to most of our ATMs and photocopiers.

          Following the sale of our United States photocopy business in January 2007, we have reduced our staff of field service technicians, and have entered into contracts with third parties to service our ATMs. We outsource a number of ATM system management functions to eFunds under a Master Services Agreement we entered into with eFunds at the time we acquired its ATM operations in November 2004 which we describe in “Primary Supply Relationships – Master Services Agreement.”

Industry Segments and Geographical Information

          Selected financial information about our segments and operations in different geographic areas is included in footnote 15 to our consolidated financial statements.

Products and Services

          ATMs. We deploy and operate ATMs primarily under the following two programs:

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• Placement program. Under a placement arrangement, we typically own the ATM and are responsible for controlling substantially all aspects of its operation, including maintenance, cash management and loading, supplies, signage and telecommunications services. We are generally responsible for almost all of the expenses related to the operation of the ATM with the exception of power and, on occasion, telecommunications. We typically use this program for major national and regional merchants. In December 2006, excluding the United Kingdom, Canadian and German ATM operations we sold in January 2007, we had 2,552 ATMs operating under this program.

• Merchant-owned program. Under a merchant-owned arrangement, the merchant (or, for a merchant using lease financing, its lease finance provider) typically buys the ATM through us and is responsible for most of the operating expenses, such as maintenance, cash management and loading, and supplies. We typically provide all transaction processing services, and the merchants use our maintenance services from time to time. Our rental program is similar to our merchant-owned program, except that the merchant rents the ATM from us rather than purchasing it, and we provide the maintenance and supplies for the machine. In December 2006, excluding the United Kingdom, Canadian and German ATM operations we sold in January 2007, we had 8,690 ATMs operating under our merchant-owned and rental programs.

          We attempt to place the ATMs in our placement program and our photocopiers in high visibility, high traffic merchant locations. Our experience has demonstrated that the following locations, among others, often meet these criteria:

• convenience stores;

• combination convenience stores and gas stations;

• supermarkets;

• drug stores;

• entertainment facilities such as bowling alleys, movie theaters, amusement parks and casinos;

• restaurants and bars, particularly chain restaurants; and

• shopping malls.

          We have found that the primary factors affecting transaction volume at a given ATM are its location within the site and merchandising, such as indoor and outdoor signage, directing consumers to the location. As a result, we seek to maximize the visibility and accessibility of our ATMs, because we believe that once a customer establishes a pattern of using a particular ATM, the customer will generally continue to use that ATM.

          All of our new ATMs feature advanced functionality, diagnostics and ease of use including color displays, personal computer-based operating systems, thermal printing, dial-up and remote monitoring capabilities, and upgrade and capacity-expansion capability. All machines can perform basic cash dispensing and balance inquiry transactions, transmit on-screen marketing, dispense coupons and conduct marketing surveys. Most of our equipment is modular in design, which allows us to be flexible and accommodating to the needs of our clients as technology advances.

          Photocopiers. Our residual photocopier operation in Canada operates under a program analogous to our placement program for ATMs. We provide the merchant with a photocopier (which we own), machine stand, signage and, for certain locations, a vend tower which makes the photocopier a coin-operated machine. We also install, maintain and provide supplies for our photocopiers and regularly monitor their use. Each of our merchants keeps a percentage of the sales generated by the photocopiers in its location and remits the balance to us on a monthly basis. The percentage of sales retained by each merchant is generally based on a sliding scale related to usage as recorded by the machine’s tamper-proof internal counter.

          Our photocopiers are designed for simplicity of use and durability, so we do not equip them with add-on features such as sorting or automatic stapling. The photocopiers accept both letter and legal size paper, perform reductions, enlargements and gray scale adjustments, and can make up to 99 photocopies at one time.

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Sales and Marketing

          We maintain sales and marketing capability in the United States. Our team consists of eight employees, including a vice president.

          Our sales force maintains contact with larger accounts: retail, supermarket and convenience chains, mall developers, casinos and others. This contact familiarizes the prospect with our name and our products and services, and also heightens sales staff awareness of contract expirations and Requests For Proposal issued by the prospects. Additionally, we have telephone salespeople and distributors who call existing customers, independent merchants and small chain accounts to discuss contract expiration and renewal, satisfaction with current levels of service, and future equipment and service needs. We maintain a sales database to log their contacts and enable follow up calls.

Primary Supply Relationships

          ATM relationships. We purchase our ATMs from Triton Systems and to a lesser extent, from NCR Corporation. We believe that the large quantity of ATMs we purchase from these manufacturers enables us to receive favorable pricing and payment terms. In addition, we maintain close working relationships with these manufacturers in the course of our business, allowing us to stay informed regarding product updates and to minimize technical problems with purchased equipment. Although we currently purchase a majority of our ATMs from Triton Systems, we believe that our relationships with NCR Corporation is good and that we would be able to purchase the ATMs we required from them if we were no longer able to purchase ATMs from Triton Systems.

          Photocopier relationships. The photocopiers we own and operate in Canada were manufactured to our specifications by Konica-Minolta. Because of the large number of photocopier manufacturers, we believe we would be able to purchase any photocopiers we require from alternative suppliers if we were no longer able to obtain photocopiers from Konica.

          Parts relationships. To assure that we meet the needs of the merchants with whom we place our ATMs and photocopiers, we have developed relationships with multiple parts suppliers. We also obtain parts directly from the manufacturers on an as-needed basis. We believe that we would be able to replace any parts supplier if necessary.

          Master Services Agreement. In connection with the acquisition of the eFunds ATM business in November 2004, we entered into a Master Services Agreement with eFunds, which we call the MSA. Through this agreement, we have consolidated many of the services we had previously obtained from multiple third party service providers with one provider and transferred to eFunds some of the services we had previously provided in-house. The MSA has an initial term of five years and will renew for successive two year periods unless terminated.

          Under the MSA, eFunds provides the following services to us for the ATMs that were part of the eFunds ATM business and for selected other ATMs:

• help desk services for merchants and cardholders, including follow-up on ATMs that stop transacting;

• processing transactions;

• EFTN management and selected ATM programming;

• service support, including dispatching and supporting service personnel and tracking service problems;

• account management and identification of ATMs experiencing technical problems;

• cash management, including coordinating cash delivery with vault cash providers and couriers and forecasting cash requirements;

• responding to cardholder disputes;

• managing and making residual payments to our merchants;

• managing our independent merchant contracts; and

• managing attrition by monitoring and enforcing our contracts, including necessary cancellations of contracts.

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eFunds also has a right of first refusal to provide these services in any geographical region into which we expand after the date of the agreement.

          The MSA provides for payment of a minimum amount of $5 million per year for eFunds’ services, although the exact amount will vary depending upon the number of ATMs that eFunds services and the exact services provided for each ATM.

          We or eFunds may terminate the MSA or any service under the MSA effective 60 days after delivery of written notice to the other party of a material breach by such other party that remains uncured prior to the effective date of the termination. We or eFunds may terminate the MSA in its entirety, effective immediately, upon written notice under certain circumstances including the other party’s failure to protect confidential information or events related to insolvency or bankruptcy. In addition, we may unilaterally terminate the MSA, upon 60 days notice of intent to terminate, if eFunds becomes a controlled subsidiary of a person who is engaged in a business competitive with ours.

Seasonality

          In our ATM operations, we experience higher transaction volumes per machine in the second and third quarters than in the first and fourth quarters. The increased volumes in the summer months coincide with increased vacation travel.

Merchant Customers

          ATMs. We have contracts with national and regional merchants and with numerous independent store operators. ATMs at The Pantry locations accounted for approximately 16% and 20% of our United States ATM net sales in 2005 and 2006, respectively.

          The terms of our merchant contracts vary as a result of negotiations at the time of execution. In the case of our placement programs, the contract terms typically include:

• an initial term of at least three years;

• ATM exclusivity at locations where we install an ATM and, in many cases, a right of first refusal for all other locations;

• a requirement that the merchant provide a highly visible space for the ATM and signage;

• protection for us against underperforming locations by permitting us to increase the withdrawal fee or remove ATMs; and

• provisions making the merchant’s fee variable depending on the number of ATM transactions and milestones.

          Our contracts under our merchant-owned programs typically include similar terms, as well as the following additional terms:

• provisions imposing an obligation on the merchant to operate the ATM at any time its store is open to the public; and

• provisions that require a merchant to use its best efforts to have any purchaser of the merchant’s store assume our contract.

          Photocopiers. We have contracts with national and regional merchants and with numerous independent local convenience store operators. Photocopiers at Shoppers Drug Mart locations accounted for approximately 36% and 34% of our Canadian photocopier net sales for 2005 and 2006, respectively. Photocopiers at Wal-Mart locations accounted for approximately 16% and 15% of our Canadian photocopy net sales for 2005 and 2006, respectively.

          As with our ATM contracts, we negotiate our photocopier contracts with our merchants individually, so the contract terms vary. The contracts typically have the following standard terms:

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• terms of at least three years;

• provisions that require a merchant to collect monies on our behalf and remit the funds to us, while retaining the merchant’s share;

• provisions that require a merchant to use its best efforts to have any purchaser of the merchant’s store assume our contract; and

• a requirement that the merchant provide a highly visible space for the photocopier and signage and oversee use of the photocopier by the public.

Competition

          Individuals seeking ATM-related services have a variety of choices at banking locations and within retail establishments. The convenience cash delivery and balance inquiry market is, and we expect it to remain, highly competitive due to the fact that there are few barriers to entry into the business. Our principal competition arises from other independent sales organizations, or ISOs, similar to us including NetBank, Innovus, Global Axis, IMS and Cardtronics in the United States. We also compete with numerous national and regional banks that operate ATMs at their branches and at other non-branch locations. In addition, we believe that there will be continued consolidation in the ATM industry in the United States. Accordingly, new competitors may emerge and quickly acquire significant market share.

          The market for providing self-service photocopier services is also highly competitive. The choices for photocopier services in Canada include specialty full-service business centers such as FedEx/Kinko’s, MailBoxes Etc./UPS and Staples copy and print shops and photocopiers located within other retail locations. We do not attempt to compete directly with most chain stores that focus on business services or office supplies. These vendors generally serve a commercial market more interested in high volume and sophisticated photocopying than in convenience of location. In contrast, we provide photocopiers in targeted areas for use principally by individuals. We are aware of several self-service photocopier businesses using this retail business concept. We believe that each is limited to a relatively small geographic market and a relatively small number of photocopiers. However, there are few barriers to entry into the self-service photocopier business.

          Our photocopier business also faces competition from personal photocopiers and printers purchased by consumers for their home use. We believe that the availability of personal photocopiers and printers has been a principal contributor to a decline in the use of self-service photocopiers in recent years. We expect that competition from personal photocopiers and printers will continue to increase as the cost of those machines to consumers decreases.

Government and Industry Regulation

          Our ATM and photocopier businesses are subject to government and industry regulations, which we describe below. This regulatory environment is subject to change and various proposals have been made which, if finalized, could affect our ATM operations. Our failure to comply with existing or future laws and regulations pertaining to our ATM business could result in restrictions on our ability to provide our products and services, as well as the imposition of civil fines.

          Electronic Funds Transfer Act. The United States Electronic Funds Transfer Act, while directed principally at banks and other financial institutions, also has provisions that apply to us. In particular, the act requires ATM operators who impose withdrawal fees to notify a customer of the withdrawal fee before the customer completes a withdrawal and incurs the fee. Notification must be made through signs placed at or on the ATM and by notification either on the ATM screen or through a print-out from the ATM. All of our ATMs in the United States provide both types of notification.

          Americans with Disabilities Act. The ADA currently includes provisions regulating the amount of clear floor space required in front of each ATM, prescribing the maximum height and reach depth of each ATM and mandating that instructions and all information for use of the ATM be made accessible to and independently usable by persons with vision impairments. The Department of Justice may adopt new accessibility guidelines under the ADA that will include provisions addressing ATMs and how to make them more accessible to the disabled. Under the proposed guidelines that have been published for comment but not yet adopted, ATM height and reach requirements would be shortened, keypads would be required to be laid out in the manner of telephone keypads, and ATMs would be required to possess speech capabilities, among other modifications. If adopted, these new guidelines would affect the

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manufacture of ATM equipment going forward and could require us to retrofit ATMs in our network as those ATMs are refurbished or updated for other purposes.

          Regulation of transaction fees. The imposition of fees on ATM transactions in the United States is not currently subject to federal regulation. There have been, however, various state and local efforts in the United States to ban or limit transaction fees, generally as a result of activities of consumer advocacy groups that believe that transaction fees are unfair to users. We are not aware of any existing bans or limits on transaction fees applicable to us in any of the jurisdictions in which we currently do business with the exception of Mississippi and Wyoming. Nevertheless, there can be no assurance that transaction fees will not be banned or limited in other cities and states where we operate. Such a ban or limit would have a material adverse effect on us and other ATM operators.

          EFTN regulations. EFTNs have adopted extensive regulations that are applicable to various aspects of our operations and the operations of other ATM operators. These regulations include the encryption standards described more fully below and limitations on the maximum amount of cash that can be withdrawn from each machine. As described in “Triple DES” below, we will need to convert our ATMs to the new encryption standards by their compliance dates. With respect to all other EFTN regulations, we believe that we are in material compliance with the regulations that are currently in effect and, if any deficiencies were discovered, that we would be able to correct them before they had a material adverse impact on our business.

          Encrypting Pin Pad (“EPP”) and Triple Data Encryption Standard (“Triple DES”). Data encryption makes ATMs more tamper-resistant. Two of the more recently developed advanced data encryption methods are commonly referred to as EPP and Triple DES. In 2005, we adopted a policy that any new ATMs that we acquire from a manufacturer must be both EPP and Triple DES compliant. We have budgeted approximately $700,000 to complete this encryption upgrade for all of our placement ATMs by the end of 2007. As of December 31, 2006, approximately 76% of our owned ATMs in the United States were compliant with EPP and Triple DES. We believe this time frame will be acceptable to the major processing networks.

          Rehabilitation Act. On November 26, 2006, a United States District Court ruled that the United States’ currencies (as currently designed) violate the Rehabilitation Act, a law that prohibits discrimination in government programs on the basis of disability, as the paper currencies issued by the United States are identical in size and color, regardless of denomination. Under the current ruling, the United States Treasury Department has been ordered to develop ways in which to differentiate paper currencies such that an individual who is visually impaired would be able to distinguish between the different denominations. In response to the November 26, 2006 ruling, the Justice Department has filed an appeal with the United States Court of Appeals for the District of Columbia Circuit, requesting that the decision be overturned on the grounds that varying the size of denominations could cause significant burdens on the vending machine industry and cost the Bureau of Engraving and Printing an initial investment of $178.0 million and up to $50.0 million in new printing plates. While it is still uncertain at this time what the outcome of the appeals process will be, in the event the current ruling is not overturned, our company along with other participants in the ATM industry may be forced to incur significant costs to upgrade current machines’ hardware and software components.

Trademarks

          Most of our ATM and photocopier locations are identified by distinctive yellow, green and black trapezoidal signs bearing “TRM ATM(TM),” “Got Cash?,” “TRM Cash Machine(TM),” “TRM Copies(TM)” and “TRM Photocopies.” We have registered the name “TRM Corporation(TM)” and “TRM ATM(TM)” trademarks for signage used in the United States. Those trademarks currently expire between 2009 and 2011 but can be renewed. We consider our business name and brands to be important to our ATM and photocopier businesses.

Employees

          As of December 31, 2006, we had 364 employees. Of this number, 195 employees were in field service and 169 employees were in sales, marketing, customer service and administration. Following the sales of our ATM businesses in the United Kingdom, Germany and Canada and our United States photocopy business in January 2007, we have substantially fewer employees. As of March 31, 2007, we had 91 employees. Of this number 23, were in field service and 68 in sales, marketing customer service and administration. None of our employees is represented by a union or covered by a collective bargaining agreement. We believe that our relations with our employees are good.

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ITEM 1A. RISK FACTORS

Risks Related to Our Business Generally

We are uncertain whether our operations can generate sufficient cash to comply with the covenants of our loan agreements and to pay our obligations on an ongoing basis.

          We incurred a net loss of $120.1 million in the year ended December 31, 2006. As a result of our financial performance for the three months ended September 30, 2006, we failed to meet certain financial covenants of our financing agreements with GSO Origination Funding Partners LP and other lenders. On November 20, 2006 we entered into amendments that restructured our loans and waived the failure to meet the loan covenants. Under the restructured loan agreements principal payments of $69.9 million were due in the first quarter of 2007. During January 2007 we sold our Canadian and United Kingdom ATM businesses and our United States photocopy business and used $98.5 million from the proceeds of those sales to make principal and interest payments under these loans, leaving a remaining balance of principal plus accrued interest of approximately $2.0 million. We are uncertain whether our remaining operations can generate sufficient cash to comply with the covenants of our restructured loan agreements and to pay our obligations on an ongoing basis. Because there are cross-default provisions in TRM Inventory Funding Trust’s Loan and Servicing Agreement, if we fail to comply with the covenants of our restructured loan agreements and are declared to be in default by GSO Origination Funding Partners LP and other lenders, we may be declared in default of the provisions of the Loan and Servicing Agreement as well, and the lender may be able to demand payment. These factors, among others, may indicate that we may be unable to continue as a going concern for a reasonable period of time. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should we be unable to continue as a going concern. Our continuation as a going concern is contingent upon our ability to generate sufficient cash to pay our obligations on an ongoing basis.

We could be liable for sales price adjustments and warranty/indemnification claims relating to businesses we sold in January 2007.

          In January 2007 we sold our ATM businesses in the United Kingdom, Germany and Canada, and our photocopy business in the United States in three separate transactions. In connection with each of these sales, we have made various representations and warranties and/or provided indemnities including those relating to taxation matters. Further, the sales prices are subject to adjustment based on working capital amounts, the value of accounts receivable as of the closing of the sale or other factors, the amounts of which have not yet been agreed upon. The purchasers may make claims against us relating to the representations or warranties or provisions for adjustment of the sales prices, and those claims could be substantial. Because we used substantially all of the net proceeds from the business sales to reduce our debt, we might not have sufficient cash to pay such claims without additional financing, which may not be available to us.

Our sales depend on transaction fees from our networks of ATMs and photocopiers. A decline in either transaction volume or the level of transaction fees could reduce our sales and harm our operating results.

          Following the sales of our United States and United Kingdom photocopy operations and our United Kingdom, German and Canadian ATM operations, transaction fees for our ATM networks in the United States produce substantially all of our sales. Consequently, our future operating results will depend on both transaction volume and the amount of the transaction fees we receive from that network. Our transaction volume and fees from that network will depend principally upon:

• our ability to replace sites lost through non-renewal or termination of our contracts by the merchants in whose stores we currently have placed our ATMs;

• competition, which can result in over-served markets, pressure both to reduce existing fee structures and increase sales discounts to merchants and reduced opportunities to secure merchant or other placements of our machines;

• our ability to service, maintain and repair ATMs in our network promptly and efficiently;

• continued market acceptance of our services; and

• government regulation and network adjustment of our fees.

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          If our transaction volume or the level of transaction fees we receive decrease in either of our primary market segments, our sales could decline, which would harm our operating results.

We have experienced significant attrition in the number of ATMs in our networks. This attrition has reduced and, if it continues in the future will further reduce, our sales and our ability to become profitable.

          We have experienced significant attrition in the number of ATMs in our network due principally to merchants whose ATM contracts we acquired in our acquisition of the ATM business of eFunds Corporation not renewing, or terminating, their contracts with us. In 2006 the average number of transacting ATMs in our United States ATM network decreased by 2,152 ATMs, or 14.8%, from the average number of transacting ATMs in our United States ATM network during 2005. While we have sought to halt this attrition through improved merchant service, our efforts may not be successful. The attrition has reduced our sales and harmed our ability to become profitable; if the trend continues, our sales could experience significant further reductions which would further impair our ability to become profitable.

Changes in technology could reduce use of ATMs and photocopiers and, as a result, reduce our sales.

          New technology in the ATM or photocopier industries may result in the existing machines in our networks becoming obsolete, requiring us, or the merchants in our networks who own their machines, to either replace or upgrade our existing machines. Any replacement or upgrade program to machines that we own or that we must upgrade or replace under contracts with merchant owners would involve substantial expense, as was, and will be, the case with respect to the upgrade of our ATMs to meet triple DES requirements. A failure to either replace or upgrade obsolete machines could result in customers using other ATM or photocopier networks that have newer technology, thereby reducing our sales and reducing or eliminating our operating margins. As a result of our financial situation, we may not have sufficient capital to provide upgrades or replacements to any significant degree, and probably will not have access to financing to do so.

Both the ATM and photocopier markets are highly competitive, which could limit our growth or reduce our sales.

          Persons seeking either ATM or photocopier services have numerous choices. For ATMs, these choices include ATMs offered by banks or other financial institutions and ATMs offered by ISOs such as ours. For photocopiers, the choices include specialty full-service business centers, copy and print shops, photocopiers located at other convenient merchant locations and home photocopiers and printers. Some of our competitors offer services directly comparable to ours while others, particularly in the photocopier market, are only indirect competitors as we describe in “Business — Competition.” In addition, we believe that there will be continued consolidation in the ATM industry in the United States. Accordingly, new competitors may emerge and quickly acquire significant market share. This competition could prevent us from obtaining or maintaining desirable locations for our machines, reduce the use of our machines, and limit or reduce the transaction fees we can charge or require us to increase our merchants’ share of those fees. Moreover, because the economic barrier to entry into the photocopier business is low, additional competitors may enter our markets. The occurrence of any of these factors could limit our growth or reduce our sales.

Our failure to achieve and maintain adequate internal control in accordance with Section 404 of the Sarbanes-Oxley Act could result in a loss of investor confidence regarding our financial reports and have an adverse effect on our business, financial condition, results of operations and stock price.

          During the course of the evaluation, attestation, and compliance process required by Section 404, we have identified material weaknesses in our internal control over financial reporting at December 31, 2005, September 30, 2006, and December 31, 2006. For a discussion of these weaknesses and the steps we have taken and expect to take to remedy these weaknesses, see Item 9A – “Controls and Procedures.” Failure to achieve and maintain an effective internal control environment, could result in a loss of investor confidence regarding the accuracy and completeness of our financial reports. Moreover, effective internal control is necessary for us to produce reliable financial reports. If we cannot produce reliable financial reports or otherwise maintain appropriate internal control, our business, financial condition and results of operations could be harmed, investors could lose confidence in our reported financial information and the market price for our stock could decline significantly.

The terms of our credit agreement may restrict our current and future operating and financial flexibility.

          As a result of our sales of our U.K., German and Canadian ATM businesses and our U.K. and U.S. photocopy businesses, we have substantially repaid our outstanding credit facility debt. However, approximately $2.0 million of that debt remains outstanding. The credit agreements that are in effect with respect to the remaining debt include a number of covenants that, among other things, restrict our ability to:

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• engage in mergers, consolidations and asset dispositions;

• pay dividends on or redeem or repurchase stock;

• merge into or consolidate with any third party;

• create, incur, assume or guarantee additional indebtedness;

• incur liens;

• make loans and investments;

• pay dividends;

• engage in transactions with affiliates;

• prepay, redeem or repurchase subordinated indebtedness;

• enter into sale and leaseback transactions;

• make asset or property dispositions; and

• change the nature of our business.

          Our credit agreements also contain covenants that prohibit our consolidated capital expenditures for each month from exceeding certain amounts. In addition, we are required to maintain specified financial ratios. As a result of these ratios, we are limited in the manner in which we conduct our business, and may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business.

A failure to comply with the covenants under our credit agreement could result in an event of default. In the event of a default under our credit agreement, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, and to require us to apply all of our available cash to repay these borrowings. An acceleration of maturity under our credit agreement would result in an event of default under the TRM Inventory Funding Trust’s Loan and Servicing Agreement which is the source of cash we use in our ATMs. See “Risks Relating to Our ATM Business – We obtain our United States ATM vault cash under an arrangement that could cause us to lose our access to the vault cash and to fees that we have earned due to circumstances beyond our control.” If any or all of our debt were to be accelerated, we may not have sufficient liquid assets available to us to repay such indebtedness in full and the lenders may proceed against the collateral securing such indebtedness, which includes the capital stock of our subsidiaries.

If we are unable to remediate the material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be impaired.

     In connection with the audits of our financial statements for the years ended December 31, 2005 and 2006, and the review of our financial statements for the quarter ended September 30, 2006, we identified material weaknesses in our internal control over financial reporting. We have formulated programs to remedy the material weaknesses we have identified. We cannot assure you that our programs will be adequate to remedy these weaknesses, that we have identified all weaknesses or that we will not in the future have additional weaknesses. If we are unable to remediate our control weaknesses, or other weaknesses are identified or arise in the future, the accuracy and timing of our financial reporting may be impaired.

We have received a “going concern” opinion from our independent registered public accounting firm, which may negatively impact our business.

          We have received a report from PricewaterhouseCoopers LLP, our independent registered public accounting firm, regarding our consolidated financial statements for the year ended December 31, 2006, which included an explanatory paragraph stating that the consolidated financial statements were prepared assuming we will continue as a going concern. The report also stated that our uncertainty regarding our ability to meet our future obligations has

9

raised substantial doubt about our ability to continue as a going concern. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships and to raise additional capital, and could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our ATM Business

We depend on eFunds Corporation to provide many services on which we rely.

          Our ATM business requires close coordination of merchant relationships, cardholder relationships, cash management activities and telecommunication services. In connection with our acquisition of the eFunds ATM business, we entered into a master services agreement with eFunds pursuant to which eFunds will provide most of these services to us. eFunds also provides us with transaction processing and EFTN management services. As a result, we depend on eFunds to provide many services that are necessary to the operations of our ATM business. eFunds may be unable or unwilling to provide all of these services at a level that we consider necessary. In that event, if we are unable to terminate our relationship with eFunds or are unable to obtain replacement services in a timely manner, our transaction volume could be reduced and our relationships with our merchants or cardholders could deteriorate.

If merchant-owned ATM customers terminate their relationships with us prior to the termination of their contract or do not renew their contracts upon their expiration, it could reduce our ATM sales.

          Although our merchant-owned ATM customers have multi-year contracts with us for transaction processing services, due to competition, some of these customers may leave us for our competitors prior to the expiration of their contracts, or may not renew their contracts upon their expiration. When this occurs, we pursue these customers to remain processing with us or alternatively, in the event they terminate their relationship with us prior to expiration of their contracts, we seek payment of damages under a breach of contract clause in our contracts. If a substantial number of merchant-owned ATM customers end their relationships with us, it could cause a reduction in our ATM sales.

We rely on third parties to service our ATMs and their failure to do so may harm our operations, damage our reputation and decrease our transaction volume.

          Our success depends upon the proper functioning of our ATMs. We rely on third parties to service our ATMs. If our third-party service providers fail to service our ATMs properly, or fail to respond quickly to problems, we may lose customers and decrease our transaction volume, which could adversely affect our profitability. Additionally if our third-party service providers fail to service our ATMs, our reputation and growth may be negatively impacted.

Increases in interest rates will increase our expenses.

          We have credit and vault cash facilities that carry variable interest rates. Consequently, increases in interest rates increase our operating costs and expenses. See Item 7A, “Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk” for a discussion regarding the impact of changes in interest rates on our expenses.

Our ATM business operates in a changing and unpredictable regulatory environment.

          ATM withdrawal transactions involve the electronic transfer of funds through EFTNs. The United States Electronic Funds Transfer Act provides the basic framework establishing the rights, liabilities and responsibilities of participants in EFTNs. In addition, there have been various state and local efforts to ban, limit or otherwise regulate ATM transaction fees, which make up a large portion of our sales for our placement ATMs and the principal source of ATM revenue for merchants with merchant-owned ATMs in our network. For example, in Tennessee, Nebraska and Iowa only bank-sponsored ATMs can impose withdrawal fees. As a result, in these states we must make arrangements with a local bank to act as a sponsor of ATMs in our networks, which typically involves additional documentation costs and payment of a fee to the bank. As a result, any limitation on the ability to charge withdrawal fees in areas where we have a concentration of ATMs could reduce our ATM sales from our placement ATMs and reduce the incentive that merchants with merchant-owned ATMs would have to keep ATMs in our network on their premises. In addition, if existing regulations are made more restrictive or new regulations are enacted, we may incur significant expense to comply with them.

          Because of reported instances of fraudulent use of ATMs, including the use of electronic devises to scan ATM card information, or skimming, legislation is pending that would require state or federal licensing and background checks of ATM operators and would regulate the deployment and operation of ATMs. There are

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proposals pending in some jurisdictions that would require merchants that are not financial institutions to be licensed in order to maintain an ATM on their premises; some jurisdictions currently require such licensing. New licensing, deployment or operating requirements could increase our cost of doing business in those markets.

We will incur substantial expense in upgrading our ATMs to meet new standards, and, if we cannot meet compliance deadlines, we could be required to remove non-compliant ATMs from service.

          Data encryption makes ATMs more tamper-resistant. Two of the more recently developed advanced data encryption methods are commonly referred to as EPP and Triple DES. In 2005, we adopted a policy that any new ATMs that we acquire from a manufacturer must be both EPP and Triple DES complaint. We have budgeted approximately $700,000 to complete this encryption upgrade for all of our placement ATMs by the end of 2007. We believe this time frame will be acceptable to the major processing networks. As of December 31, 2006, approximately 76% of our owned ATMs in the United States were compliant with EPP and Triple DES.

          The Americans with Disabilities Act, or ADA, currently includes provisions regulating the amount of clear floor space required in front of each ATM, prescribing the maximum height and reach depth of each ATM, and mandating that instructions and all information for use of the ATM be made accessible to and independently usable by persons with vision impairments. The United States Department of Justice is currently drafting new accessibility guidelines under the ADA that will cover virtually all aspects of commercial activity relating to disabled persons. We expect that these new guidelines will include provisions addressing ATMs and how to make them more accessible to the disabled. Under the current proposals, height and reach requirements would be shortened, keypads would be required to be laid out in the manner of telephone keypads with selected Braille symbols and ATMs would be required to possess speech capabilities. These new guidelines would affect the manufacture of ATM equipment going forward and could require us to retire or upgrade many of the ATMs we own, as well as merchant-owned ATMs where we are responsible for upgrade costs, potentially at significant expense to us. While we anticipate having the resources available to complete any required upgrades to our ATMs, if our projections are not achieved or our circumstances worsen, we may not have sufficient resources without obtaining additional financing, which may not be available to us. The comment period on the proposed guidelines ended May 31, 2005. No guidelines have yet been promulgated. Should the guidelines proposed become final, we anticipate an 18-month phase-in before new equipment in new locations must comply with new accessibility requirements.

          If ATMs in our network are not compliant with EPP and triple DES and any applicable ADA guidelines by the respective deadlines and we cannot obtain compliance waivers, we could have to remove the non-compliant ATMs from service and, as a result, our ATM net sales could be materially reduced during the period of time necessary to become compliant.

The passing of anti-money laundering legislation could cause us to lose some merchant accounts, thus reducing our revenues.

          Recent concerns by the United States federal government regarding the use of ATMs to launder money could lead to the imposition of additional regulations on our sponsoring financial institutions and our merchant customers regarding the source of cash loaded into their ATMs. In particular, such regulations could result in the incurrence of additional costs by individual merchants who load their own cash, thereby making their ATMs less profitable. Accordingly, some individual merchants may decide to discontinue their ATM operations, thus reducing the number of merchant-owned accounts that we currently manage. If such a reduction were to occur, we would see a corresponding decrease in our revenues.

If we, our transaction processors, our EFTNs or our other service providers experience system failures, the ATM products and services we provide could be delayed or interrupted, which would harm our business.

          Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our transaction processors, EFTNs and other service providers. Any significant interruptions could severely harm our business and reputation and result in a loss of sales. Additionally, if we cause any such interruption, we could lose the affected merchants or damage our relationships with them. Our systems and operations, and those of our transaction processors, EFTNs and other service providers, could be exposed to damage or interruption from fire, natural disaster, unlawful acts, terrorist attacks, power loss, telecommunications failure, unauthorized entry and computer viruses. We cannot be certain that any measures we and our service providers have taken to prevent system failures will be successful or that we will not experience service interruptions. Further, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

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We rely on EFTNs and transaction processors; if we cannot renew our agreements with them, if they are unable to perform their services effectively or if they decrease the level of the transaction fees we receive, it could harm our business.

          We rely on several EFTNs and transaction processors to provide card authorization, data capture and settlement services to us and our merchant customers. Any inability on our part to renew our agreements with these or similar service providers or their failure to provide their services efficiently and effectively may damage our relationships with our merchants and may permit those merchants to terminate their agreements with us.

          Our ATM net sales depend to a significant extent upon the transaction fees we receive through EFTNs. If one or more of the EFTNs in which we participate reduces the transaction fees it pays us, and we are unable to route transactions to other EFTNs to replace them, our ATM net sales would be reduced.

We obtain our ATM vault cash under an arrangement that could cause us to lose our access to the vault cash and to fees that we have earned due to circumstances beyond our control.

          Our vault cash facility is secured by the cash we draw from it to place in ATMs, as well as by the withdrawal and interchange fees we have earned but not yet collected, so the lender under that arrangement could seize the cash and fees in the event of a default.

          We obtain the cash that we use to fill our placement ATMs and some of the merchant-owned ATMs in our networks, which we call vault cash, in the United States pursuant to an agreement with TRM Inventory Funding Trust, for which one of our subsidiaries, TRM ATM Corporation, acts as servicer. Under the terms of the loan and servicing agreement, the Trust and the servicer must make periodic payments of fees related to the arrangement. The obligations under the loan and servicing agreement are secured by pledges of all of the Trust’s assets, including the vault cash, and our uncollected withdrawal and interchange fees. If there is a default under the loan and servicing agreement, the lender may terminate the loan and servicing agreement and seize the collateral, including existing vault cash and fees we have not yet received. As a result, a default under the loan and servicing agreement could cause us to lose fees we had earned and suspend operations with respect to our placement ATMs unless we were able to rapidly arrange an alternative source of vault cash.

          Our vault cash arrangement could go into default as a result of factors over which we have no control.

          The loan and servicing agreement for our vault cash facility contains events of default that include:

• An “event of bankruptcy” with respect to any entity on whose property more than 10% of our ATMs are located, if we are unable to remove all cash from those ATMs within five business days after the event of bankruptcy occurs. An event of bankruptcy includes the filing of a bankruptcy petition with a court, an entity admitting in writing that it is unable to satisfy its obligations as they become due or the board of directors of the entity voting to cause an event of bankruptcy, regardless of whether we are informed of any of these actions.

• Any depository bank or transportation agent, excepting one pre-approved bank and one pre-approved transportation agent, failing to maintain a specified debt rating.

• The amount of vault cash held by or maintained on the premises of entities, which would generally be our transportation agents and merchants, that have experienced an event of bankruptcy when added to the amount of cash owed from settlement banks that is past due exceeding a designated level.

          Due to these provisions, the bankruptcy or financial difficulty of our merchants or the companies on which we rely for services could cause an event of default under our loan and servicing agreement and prevent us from having access to the vault cash we require to operate our placement and some of our merchant-owned United States ATMs. We do not have any operational control over our merchants or other service providers and may not be able to determine whether any of these entities are facing financial difficulty that could increase our risk of default under the loan and servicing agreement. As a result, we could lose access to our United States vault cash due to circumstances that we would be unable to foresee and that are beyond our control.

          If our vault cash arrangement terminates, we may be unable to obtain vault cash from alternative sources on acceptable terms or at all. If we do not have access to vault cash for our placement ATMs and those of our merchant-owned ATMs for which we provide vault cash, we will have to suspend our operations with respect to these ATMs, our

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results of operations will be reduced and the value of your investment will decrease. See “Risks Related to Our Business Generally — We are uncertain whether our operations can generate sufficient cash to comply with the covenants of our loan agreements and to pay our obligations on an ongoing basis.”

We experienced substantial theft losses in our ATM operations in the past. If we were to experience a recurrence of these losses, our results of operations would be harmed.

          Our United States ATM operations experienced $569,000 in unreimbursed theft losses in 2005, as a result of which we implemented new measures to counter theft and vandalism. Our unreimbursed theft losses in 2006 were $201,000. We cannot assure you that the anti-theft and anti-vandalism measures we have taken will be sufficient to reduce or even maintain the 2006 level of loss in 2007. Failure to do so or to devise additional measures to counteract theft and vandalism may result in substantial theft and vandalism losses, harming our results of operations.

          In the past we have had crime insurance to reimburse us for losses that exceed certain deductible levels. Since July 1, 2005, due to increases in both the deductible level and the cost of the insurance, we have insured only against catastrophic cash losses.

Risks Relating to Our Common Stock

We do not plan to pay dividends on our common stock.

          We do not plan to declare dividends on our common stock for the foreseeable future and, in any event, under the terms of our credit facility with GSO Origination Funding Partners LP and other lenders are prohibited from doing so.

Our charter documents and Oregon law may inhibit a takeover that shareholders may consider favorable.

     The Oregon Business Corporation Act, our restated articles of incorporation and our restated bylaws contain provisions that could have the effect of delaying, deferring or preventing a change in control of our company or our management that shareholders may consider favorable or beneficial, which could reduce the value of your investment. These provisions could discourage proxy contests and make it more difficult for shareholders to elect directors and take other corporate actions. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions include:

• authorization to issue “blank check” preferred stock, which is preferred stock that can be created by our board of directors without prior shareholder approval and with rights senior to those of common stock;

• a classified board of directors, so that it could take three successive annual meetings to replace all directors;

• authority for directors to establish the size of the board of directors without shareholder approval;

• a requirement of a 75% vote of shareholders to remove a director for cause;

• a requirement of a 75% vote of shareholders for business combinations with a 5% or greater shareholder that is not approved by our board of directors, with only limited exceptions; and

• an advance notice requirement for shareholder proposals.

We have not selected a new independent registered public accounting firm for 2007 and if we do not engage a new independent registered public accounting firm promptly, we will not be able to file periodic reports as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

          We have not yet selected a new independent registered public accounting firm for 2007 to replace PricewaterhouseCoopers LLP, which has declined to stand for reappointment. Although we have begun a selection process for a new independent registered public accounting firm which we anticipate we will be able to conclude in the near future, if we do not engage a new independent registered public accounting firm promptly, we will not be able to file periodic reports under the Exchange Act. A failure to file periodic reports may cause us to be delisted from the Nasdaq National Market. See “Risk Factors – Risks Relating to our Common Stock – We may in the future be delisted from the Nasdaq National Market if we cannot timely file our periodic reports with the SEC and this may result in an event of default under our credit facility.” It may also subject us to SEC enforcement action.

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We may in the future be delisted from The Nasdaq National Market if we cannot timely file our periodic reports with the SEC and this may result in an event of default under our credit facility.

          Due to our financial difficulties and the sales of our various businesses, we did not timely file our quarterly report for our third quarter of 2006 and did not timely file our annual report for 2006. These failures, or any further failures, to file could result in SEC enforcement action and a delisting from Nasdaq. The late filing of our third quarter Form 10-Q resulted in Nasdaq National Market notifying us of its intent to delist our common stock. We appealed the notice and filed our Form 10-Q, resulting in Nasdaq’s determination not to delist us. However, the late filing of this Form 10-K has resulted in another notice from Nasdaq National Market of its intent to delist us. We have appealed this notice. Because this is the second time Nasdaq has acted to delist us for failure to timely file a periodic report, we cannot assure you that Nasdaq will continue our listing even though we filed our annual report subsequent to receiving the Nasdaq notice. Should our common stock be delisted, and no other automated interdealer quotation system or securities exchange be available to us for listing our common stock, a shareholder’s ability to dispose of his or her shares could be significantly impaired, and the price of our common stock could be significantly reduced. Additionally, a failure to maintain the listing of our shares on the Nasdaq National Market constitutes an event of default under our credit facility. In the event of a default under our credit agreement, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, and to require us to apply all of our available cash to repay these borrowings. See “Risks Related to our Business Generally – The terms of our credit agreement may restrict our current and future operating and financial flexibility.”

ITEM 1B. UNRESOLVED STAFF COMMENTS

          None

ITEM 2. PROPERTIES

          Our principal offices are located at 5208 N.E. 122nd Avenue, Portland, Oregon 97230-1074. We currently lease approximately 44,000 square feet in Portland and sublease approximately 18,000 square feet of that space to other tenants. The lease runs until 2010, with an option for an additional five-year term. We lease 3,100 square feet of office space in Philadelphia, Pennsylvania for use as executive offices under a lease that expires in 2007 without renewal options. We also lease an aggregate of approximately 51,000 square feet of warehouse space at 13 different locations and approximately 56 storage units averaging approximately 300 square feet each in the United States and Canada for our field service operations. These leases expire at various times between 2007 and 2014. We believe our leases are at competitive rates. Following the sales of our ATM businesses in the United Kingdom and Canada and our United States photocopy business in January 2007, we have substantially fewer employees and need less space. We have begun vacating warehouse space and storage units, and we expect to substantially reduce the amount of space we are leasing during the remainder of 2007. If we cannot renew any of the current leases we want to retain, we do not anticipate that we will have difficulty in leasing suitable replacement space.

ITEM 3. LEGAL PROCEEDINGS

          In the ordinary course of business, we may be subject to lawsuits, investigations and claims. As of the date of this filing there were no material legal proceedings pending against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted to a vote of security holders during the fourth quarter of 2006.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price Range

          Our common stock is quoted on the Nasdaq National Market under the symbol “TRMM.” See “Risk Factors — Risks Relating to Our Common Stock — We may in the future be delisted from The Nasdaq National Market if we cannot timely file our periodic reports with the SEC and this may result in an event of default under our credit facility.”

          The following table sets forth the high and low bid prices as reported by the Nasdaq National Market during the past two years.

	High		Low
2006
4th Quarter	$	2.40	$	1.09
3rd Quarter	$	7.18	$	2.19
2nd Quarter	$	7.93	$	5.98
1st Quarter	$	9.94	$	5.82
2005
4th Quarter	$	15.60	$	6.63
3rd Quarter	$	19.25	$	14.70
2nd Quarter	$	21.00	$	13.61
1st Quarter	$	26.00	$	19.75

          As of May 1, 2007, there were 17,143,589 shares of common stock outstanding held by 172 persons of record.

Dividends

          We have not paid any dividends on our common stock, and we do not plan to pay dividends on our common stock for the foreseeable future. We intend to retain earnings, if any, to fund our operations. Subject to our credit agreement with GSO Origination Funding Partners LP and the other lenders discussed in the next paragraph, our Board of Directors will determine any changes in our dividend policy based upon its analysis of factors it deems relevant. We expect these factors will include our earnings, financial condition and cash requirements.

          Our ability to pay cash dividends on our common stock is further subject to restrictions imposed by our credit agreement with GSO Origination Funding Partners LP and the other lenders which prohibits us from paying cash dividends on our common stock without our lenders’ consent.

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Stock Performance Graph

          The following graph provides a comparison of the cumulative total shareholder return for the period December 31, 2001 through December 31, 2006 for (i) our common stock, (ii) the Nasdaq Stock Market (US) and (iii) the Nasdaq Retail Trade Index, in each case assuming the investment of $100 on December 31, 2001 and the reinvestment of any dividends.

	12/31/2001		12/31/2002		12/31/2003		12/31/2004		12/31/2005		12/31/2006
TRM	$	100.00	$	47.41	$	631.85	$	1,757.78	$	551.85	$	158.52
Nasdaq (US)	$	100.00	$	69.13	$	103.37	$	112.49	$	114.88	$	126.21
Nasdaq Retail	$	100.00	$	84.97	$	118.32	$	150.07	$	151.49	$	165.45

ITEM 6. SELECTED FINANCIAL DATA

          The selected financial data, except for other operating data, presented below as of December 31, 2005 and 2006 and for the years ended December 31, 2004, 2005 and 2006 have been derived from our audited financial statements included in this report. The selected financial data, except for other operating data, presented below as of December 31, 2002, 2003 and 2004 and for the years ended December 31, 2002 and 2003 have been derived from our financial statements not included in this report. This data should be read in conjunction with the financial statements, related notes and other financial information included elsewhere in this report.

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Selected Financial Data
Years ended December 31, 2002 — 2006
(In thousands, except per share and other operating data)

	2002			2003			2004			2005			2006
Sales	$	15,153		$	20,733		$	36,882		$	130,268		$	111,745
Sales discounts		(3,197	)		(4,097	)		(13,786	)		(77,463	)		(66,260	)
Net sales		11,956			16,636			23,096			52,805			45,485
Operating loss		(9,436	)		(6,600	)		(3,744	)		(10,000	)		(58,757	)
Loss from continuing operations		(7,395	)		(3,954	)		(2,203	)		(6,100	)		(56,510	)
Income (loss) from discontinued operations		3,388			9,410			10,131			(2,771	)		(63,581	)
Net income (loss)		(4,007	)		5,456			7,928			(8,871	)		(120,091	)
Preferred stock dividends		(1,500	)		(1,500	)		(1,329	)		(147	)		—
Loss from continuing operations available to common stockholders		(8,895	)		(6,083	)		(4,500	)		(6,247	)		(56,510	)
Basic and diluted loss per share from continuing operations		(1.26	)		(.86	)		(.49	)		(.43	)		(3.32	)
Balance Sheet Data:
Working capital (deficit)		(1,858	)		2,263			(9,203	)		(89,172	)		(2,619	)
Total assets		108,854			112,275			359,482			341,782			226,444
Long-term debt (excluding current portion)		44,240			37,358			196,167			1,066			—
Preferred stock		19,798			19,798			11,620			—			—
Shareholders’ equity		42,094			48,876			111,712			139,926			25,693
Other Operating Data:
Average number of photocopiers		2,840			2,990			3,027			2,819			2,751
Average number of transacting ATMs		1,039			1,249			3,011			14,530			12,378

Notes regarding comparability of information:

     1. We formed iATMglobal.net in 2000, and disposed of our interest in iATMglobal.net in 2002. We show the results of the disposed operations of iATMglobal.net as discontinued operations.

     2. During the fourth quarter of 2004, we discontinued efforts in the software development segment of our business. We show the results of the software development segment as discontinued operations.

     3. In 2004 we acquired the ATM business of eFunds Corporation and completed four other acquisitions.

     4. During the third quarter of 2006 we recorded non-cash charges of $96.1 million for the impairment of certain assets, of which $46.1 million is included in continuing operations and $50.0 million is included in discontinued operations.

     5. In June 2006 we sold our United Kingdom photocopier business. In January 2007 we sold our ATM businesses in the United Kingdom, Germany and Canada and our United States photocopy business. We show the results of those business segments as discontinued operations. Other operating data shown above excludes the photocopiers and ATMs of the discontinued operations.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

          Information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance and business, including, without limitation, decreases in photocopy volume and growth of our business (including acquisitions) constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on management’s current expectations about

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future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and by words such as “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other similar words or expressions.

          Any or all of the forward-looking statements in this report and in any other public statements we make may turn out to be wrong. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. We discuss many of the risks and uncertainties that may impact our business in Item 1A — “Risk Factors.” Because of these risks and uncertainties, our actual results may differ materially from those that might be anticipated from our forward-looking statements. Other factors beyond those referred to above could also adversely affect us. Therefore, you are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise except as required under the federal securities laws and the rules and regulations of the SEC.

Overview

          During 2006 we operated ATM networks in the United States, United Kingdom, Canada and Germany, and we operated photocopier networks in the United States, United Kingdom and Canada. In June 2006 we sold our United Kingdom photocopy business. In January 2007 we sold our ATM businesses in the United Kingdom, Germany and Canada and our United States photocopy business. Our remaining businesses operate ATMs in the United States and photocopiers in Canada. During 2006 our United States ATM networks had an average of 12,378 transacting ATMs and our Canadian photocopy network had an average of 2,751 photocopiers.

          In 2004 we had net income of $7.9 million. In 2005 we incurred a net loss of $8.9 million, and in 2006 we incurred a net loss of $120.1 million.

          The operating environment that we faced in 2005 was significantly different from 2004, particularly with respect to the following:

• we acquired eFunds Corporation’s ATM business in November 2004 and, as a result, 2004 reflected less than two months of operations associated with the ATM contracts we acquired from eFunds and 2005 consequently resulted in an increase of sales, sales discounts, amortization expenses and labor expenses;

• we incurred substantial expenses and costs in connection with efforts to acquire the United Kingdom ATM Network of Travelex UK Limited in 2005;

• we incurred increased cash losses resulting from ATM thefts in the United Kingdom during 2005;

• we incurred significant costs, principally third party professional costs, associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002, with which we had to fully comply for the first time in 2005;

• we incurred substantial costs associated with the required triple DES and other upgrades of United Kingdom ATMs in 2005; and

• we significantly increased our provision for bad debts.

          In 2006 our net sales decreased, primarily as a result of attrition of ATM contracts acquired in the acquisition of eFunds Corporation’s ATM business. Principally because of decreases in our sales and operating margins, we reviewed the carrying value of substantially all of our long-lived assets, which resulted in our recording non-cash charges of $96.1 million for asset impairments. Also contributing to the increased losses in 2006 were increases in our cost of vault cash and interest expense and a loss on early extinguishment of debt.

          Subsequent to the end of fiscal year 2005, based upon our financial performance during the second half of 2005, we determined that we were in default under certain financial covenants contained in our credit facility administered by Bank of America. We entered into a forbearance agreement with the lenders with respect to that facility, and in June 2006 we refinanced our then-existing debt with a new credit facility with Wells Fargo Foothill, GSO Origination Funding Partners LP and other lenders. However, our financial performance in the third quarter of 2006 caused us not to be in compliance with certain covenants in the new credit facility, and we entered into agreements with the lenders to restructure our loans. Under the modified agreements all but $25 million of our debt was due in the first quarter of 2007. Because of the new repayment terms, during January 2007 we sold our Canadian, United Kingdom and German ATM businesses and our United States photocopier business, and used $98.5 million from the proceeds of those sales to make principal and interest payments under our financing agreements. These payments

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repaid all but $2.0 million of our principal and accrued interest under the credit facility. In connection with these sales, we have made various representations and warranties and/or provided indemnities. Further, the sales prices are subject to adjustment based on working capital amounts, the value of accounts receivable as of the closing of the sale or other factors, the amounts for which have not yet been agreed upon. The purchasers may make claims against us relating to the representations or warranties or provisions for adjustment of the sale prices, and those claims could be substantial. Because we used substantially all of the net proceeds from the business sales to reduce our debt, we might not have sufficient cash to pay such claims without additional financing which may not be available to us.

          ATM operations. We entered the ATM business in 1999, believing it to be a natural extension of our background in providing photocopiers to consumers in retail environments. From 1999 to 2005 we expanded our ATM networks to an average of 19,930 transacting ATMs in 2005. We grew our ATM business by acquiring ATMs or ATM networks, establishing new merchant relationships, expanding existing merchant relationships and displacing existing third-party operators as their contracts expired. As a result of the increasing size of our ATM networks, improved transaction pricing, our institution of a redeployment program for underperforming machines and favorable exchange rate movements, our ATM net sales increased from $34.5 million in 2003 to $50.5 million in 2004 and $90.5 million in 2005. In 2006, as a result of attrition of merchant contracts and limited capital available for expansion, our ATM net sales decreased to $81.7 million, including $39.6 million from our United Kingdom, German and Canadian ATM operations which we now report as discontinued operations.

          ATM acquisitions. From the second half of 2003 through the end of 2005, we actively pursued acquisitions of ATM networks. We acquired a 20-ATM United States network in February 2004 from a company that continues to serve as a distributor for us. In June 2004, we entered the Canadian ATM market through our acquisition of Mighty Cash, which had 72 ATMs. We added 447 ATMs to our UK networks through our acquisition of Inkas Financial in March 2004, and added 350 ATMs to our UK networks by purchasing a portfolio of contracts in July 2004. In November 2004, we acquired the ATM business of eFunds, including ownership and/or management of approximately 14,000 ATMs in the United States and 1,700 ATMs in Canada. During the third quarter of 2005 we entered into agreements to acquire the ATM business of Travelex UK Limited in the United Kingdom. We subsequently determined that we would not complete this acquisition and that of one other ATM business that we had been evaluating, and previously capitalized external costs totaling $5.2 million relating to these acquisitions were charged to expense in the fourth quarter of 2005.

          Photocopier operations. Before we sold our United Kingdom photocopier business in June 2006 and our United States photocopier business in January 2007, our photocopier operations had been experiencing declining numbers of photocopies made per machine, from 24,144 in 2004 to 16,387 in 2006. We attribute this to increased competition from specialty full-service business centers, copy and print shops, photocopiers located at other convenient merchant locations and home photocopiers and printers. The number of photocopiers we had in service also decreased from an average of 25,239 during 2004 to an average of 20,289 during 2006 as we discontinued service at unprofitable or marginal locations. These trends, combined with the sale of our United Kingdom photocopy business, resulted in a decline of our photocopier net sales from $42.2 million in 2004 to $27.4 million in 2006. The 2006 photocopier net sales included $24.0 million of net sales from our United States and United Kingdom photocopy businesses which we now report as discontinued operations.

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Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

	ATM Results of Operations — Continuing Operations
	2005					2006
	Amount		%			Amount		%
	(in thousands, except operating and percentage data)
Transaction-based sales	$	114,848		100.0	%	$	98,448		100.0	%
Less discounts		76,674		66.8			65,576		66.6
Net transaction-based sales		38,174		33.2	%		32,872		33.4	%
Service and other sales		8,364					5,367
Sales of ATM equipment		2,663					3,841
Net sales		49,201					42,080
Cost of sales:
Cost of vault cash		5,319					6,482
Other		16,884					16,990
Gross profit	$	26,998				$	18,608
Operating data:
Average number of transacting ATMs		14,530					12,378
Withdrawal transactions		50,388,584					43,112,562
Average withdrawals per ATM per month		289					290
Average transaction-based sales per withdrawal transaction	$	2.28				$	2.28
Average discount per withdrawal transaction	$	1.52				$	1.52
Net transaction-based sales per withdrawal transaction	$	.76				$	.76

	Photocopy Results of Operations —Continuing Operations
	2005					2006
			% of					% of
	Amount		sales			Amount		sales
	(in thousands, except operating and percentage data)
Sales	$	4,393		100.0	%	$	4,089		100.0	%
Less discounts		789		18.0			684		16.7
Net sales		3,604		82.0			3,405		83.3
Cost of sales		2,768		63.0			2,847		69.7
Gross profit	$	836		19.0	%	$	558		13.6	%
Operating data:
Average number of photocopiers		2,819					2,751
Number of photocopies		63,827,982					59,520,493
Average photocopies per machine per month		1,887					1,803
Average sales per photocopier per month	$	129.86				$	123.86
Average sales per photocopy	$	.069				$	.069
Average discount per photocopy	$	.012				$	.012
Average net sales per photocopy	$	.057				$	.057
Average gross profit per photocopy	$	.013				$	.009

Sales

          In 2006, consolidated sales from continuing operations decreased by $18.5 million, or 14.2%, to $111.7 million from $130.3 million in 2005. ATM sales decreased by $18.2 million, and photocopier sales decreased by $304,000.

          During 2006, our Canadian photocopy sales and expenses were affected by the decline in value of the United States dollar as compared to the Canadian dollar. Approximately 4% of our consolidated sales were produced in Canada by our Canadian photocopy business. The average exchange rate for the Canadian dollar was U.S. $.885 to C$1.00 in 2006 as compared to U.S. $0.824 to C$1.00 in 2005. As a result of this increase in the value of the Canadian

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dollar, we reported $282,000 more in sales during 2006 than we would have reported had the exchange rate remained constant at the average for 2005. This gain was substantially offset by a corresponding increase in expenses.

          ATM sales. We derive most of our ATM sales from transaction-based sales. We also generate ATM sales from the sale of ATM equipment and third-party service sales. We describe these sources of sales below.

• Transaction-based sales — sales we derive from withdrawal fees and interchange fees.

• Withdrawal fees — fees we collect from a customer for making an ATM withdrawal. Withdrawal fees are sometimes referred to as surcharge or convenience fees in the industry.

• Interchange fees — fees that an EFTN charges the customer’s financial institution for routing a withdrawal transaction or an account balance inquiry. The interchange fee is shared between the EFTN and us, as the ATM operator, based on an agreement between us and the EFTN. Interchange fees apply on all transactions on ATMs that we own and ATMs owned by merchants and managed or operated by us.

• Service and other sales — fees we charge for providing repair and maintenance and other services and parts and supplies to merchants who purchase or rent ATMs from us and to third-party ATM operators.

• Sales of ATM equipment — proceeds from sales of ATM equipment to merchants in our merchant-owned program and to independent operators.

          Our United States ATM sales were $107.7 million for 2006 compared to $125.9 million for 2005. The $18.2 million decrease in ATM sales was due to a combination of a $16.4 million decrease in transaction-based sales and a $3.0 million decrease in service sales, partially offset by a $1.2 million increase in sales of ATM equipment.

          The $16.4 million decrease in transaction-based sales resulted from attrition of merchant contracts in our ATM network. The average number of transacting ATMs in our network during 2006 decreased by 14.8% compared to 2005. The decrease in transacting ATMs is primarily a result of attrition in ATM contracts acquired from eFunds in 2004. See Item 1A — “Risk Factors — Risks Relating to Our ATM Business — If merchant-owned ATM customers terminate their relationships with us prior to the termination of their contracts or do not renew their contracts upon their expiration, it could reduce our ATM sales.”

          The average number of withdrawal transactions per ATM per month and average transaction-based sales per withdrawal stayed almost constant in 2006 as compared to 2005.

          Photocopier sales. We derive sales from our photocopier operations from the per-copy fees that customers pay. Canadian photocopier sales in 2006 were $4.1 million, down $304,000 compared to 2005. The decrease resulted primarily from declining photocopy volume. Continuing a trend, photocopy volume declined by 6.7% for 2006 compared to 2005, to 59.5 million copies from 63.8 million copies, due to a combination of:

• A decline in installed photocopiers to an average of 2,751 in 2006 from an average of 2,819 in 2005, and

• A decline in the average number of photocopies made per unit per month to 1,803 in 2006 from 1,887 in 2005.

Sales Discounts

          Our merchants receive fees from transactions generated by the equipment on their premises. These fees, or sales discounts, represent a share of transaction fees for our ATMs and per-copy fees for our photocopiers. The amount of the discount depends on a variety of factors, including the type of arrangement under which we place the equipment with the merchant and the number of transactions at the ATM or photocopier. Sales discounts on a consolidated basis as a percentage of sales were 59.3% in 2006 and 59.5% in 2005. Sales discounts in the ATM business were 66.6% of transaction-based sales in 2006 and 66.8% in 2005.

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Cost of Sales

          Cost of sales on a consolidated basis increased to 23.6% of sales in 2006, from 19.2% in 2005. Cost of sales as a percentage of sales increased in both our ATM segment and our photocopier segment.

          ATM cost of sales. Cost of sales in the ATM business increased by $1.3 million to $23.5 million in 2006 from $22.2 million in 2005, due to an increase in the cost of our vault cash.

          We pay interest on the vault cash we use, and the interest rate is based on the rates the lender pays on asset-backed commercial paper notes used to fund the loans to us. During 2006 our average outstanding borrowings for vault cash were $79.3 million and we paid a weighted average interest rate of 6.81%. During 2005 our average outstanding borrowings for vault cash were $83.8 million and we paid a weighted average interest rate of 5.10%.

          An $846,000 decrease in third party service costs in 2006 compared to 2005 was offset by a $1.1 million increase in the cost of ATM machines sold.

          In the past we have had crime insurance to reimburse us for losses that exceeded certain deductible levels. For the policy year beginning July 1, 2005, due to proposed increases in both the deductible level and the cost of the insurance, we began insuring only against catastrophic cash losses.

          Photocopier cost of sales. Cost of sales in our photocopier business increased by $79,000, but increased as a percent of sales to 69.7% in 2006 from 63.0% in 2005. Our photocopy cost of sales would have decreased in 2005, but we increased the minimum depreciation on certain of our photocopiers in October 2005, and photocopy depreciation increased by $188,000 in 2006 as compared to 2005.

Selling, General and Administrative Expense

          Selling, general and administrative expense decreased by $1.2 million to $31.3 million in 2006 from $32.5 million in 2005. However, selling, general and administrative expense as a percent of sales increased to 28.0% in 2006 from 25.0% in 2005. Specific decreases included:

• A $2.2 million decrease in amortization expense due to declining amortization of intangible assets relating primarily to ATM contracts acquired in 2004, and further reduction of amortization following third quarter 2006 impairment charges that reduced the basis of the intangible assets being amortized.

• A $1.3 million decrease in labor-related expense. This decrease was caused by a decrease in sales and administrative employees from 214 at the end of 2005 to 169 at the end of 2006. Following the sales of our ATM businesses in the United Kingdom, Germany and Canada and our United States photocopy business in January 2007, we have continued to reduce our sales and administrative staff since fewer people are required to manage our smaller business. As of March 31, 2007, we had 68 sales and administrative employees.

• An $848,000 decrease in travel expense due to a concerted effort to control travel expenses during 2006.

          These decreases were partially offset by:

• Legal, accounting and consulting expenses increased by $2.2 million, primarily relating to restructuring of debt, efforts to sell parts of our business and related complex legal and accounting issues.

• Non-cash stock compensation increased by $1.0 million, $685,000 of which was due to the modification of options previously granted to former executives.

          No general corporate overhead expenses have been allocated to discontinued operations.

Impairment Charges

          During the third quarter of 2006 we recorded non-cash charges of $96.1 million for the impairment of certain assets in our ATM and photocopier segments, as follows:

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• ATM goodwill. Because of continuing decreases in sales and operating margins in the ATM segments and other factors, we re-evaluated our financial forecasts in the third quarter of 2006 and concluded that it was necessary to review goodwill in our United States, Canadian and United Kingdom ATM segments for impairment of value. The review, consisting of a comparison of the carrying value of the goodwill to its implied fair value, resulted in impairment charges of $20.4 million in the United States, $5.8 million in Canada and $17.5 million in the United Kingdom. Our estimate of the implied fair value of the United States ATM segment’s goodwill was based on the quoted market price of our common stock and the discounted value of estimated future cash flows over a six-year period with residual value, using an 11% discount rate. Our estimate of the implied fair value of the Canadian and United Kingdom ATM segments’ goodwill was based on the estimated selling prices of those ATM segments.

• Finite-lived intangible assets associated with the ATM businesses. Because of faster than anticipated attrition of customer contracts, operating losses and revised financial forecasts, we concluded that it was necessary to review the carrying value of the long-lived assets of our United States, Canadian and United Kingdom ATM segments. As a result, we determined that the future cash flows from those assets were not adequate to recover those assets, and we recorded impairment charges of $22.9 million in the United States, $272,000 in Canada and $7.7 million in the United Kingdom, based on comparisons of the carrying amounts of the assets to their estimated fair values. Our estimate of the fair value of the United States assets was based on the discounted values of estimated future cash flows over a seven-year period using an 11% discount rate. Our estimates of the fair value of the Canadian and United Kingdom assets were based on the estimated selling price of those ATM segments.

• Photocopy equipment in the United States and Canada. Because of operating losses in our United States and Canadian photocopy segments and revised financial forecasts, we concluded that it was necessary to review the carrying value of those segments’ long-lived assets, which consist almost entirely of photocopy equipment. As a result, we determined that future cash flows from the photocopy segments were not adequate to recover the carrying value of that equipment, and we recorded impairment charges of $18.7 million in the United States and $2.7 million in Canada based on a comparison of the carrying amounts of these assets to their estimated fair values. Our estimates of the fair values of the asset groups were based on the estimated selling price of the United States photocopy segment and the discounted value of estimated future cash flows over a ten-year period using an 11% discount rate for the Canadian photocopy segment.

Abandoned Acquisition Costs

          We determined that it was unlikely that we would complete the acquisition of the ATM business of Travelex UK Limited and one other ATM business that we had been evaluating during 2005. As a result, we charged to expense in the fourth quarter of 2005 a total of $5.2 million of previously capitalized external costs relating to these potential acquisitions.

Interest Expense and Amortization of Debt Issuance Costs

          Interest expense and amortization of debt issuance costs attributed to continuing operations decreased to $1,000 in 2006 from $1.9 million in 2005. The terms of our financing agreements required us to use substantially all of the net proceeds from the sales of businesses in June 2006 and January 2007 to pay debt. Accordingly, we have allocated interest on the lesser of the amount repaid or debt outstanding to discontinued operations. Interest and amortization of debt issuance costs were allocated between continuing operations and discontinued operations as follows (in thousands):

	2005		2006
Continuing operations	$	1,861	$	1
Discontinued operations		8,357		12,974
	$	10,218	$	12,975

          The increase in total interest and amortization of debt issue costs in 2006 was primarily due to increased interest rates and loan fees on borrowings on our credit facilities.

          Because the payments we made in January 2007 reduced the balance of our outstanding debt to $2.0 million from $99.3 million at December 31, 2006, we expect our future interest expense to be substantially reduced from the 2005 and 2006 levels, excluding amortization of debt issuance costs — see “Liquidity and Capital Resources — Syndicated Credit Facility.”

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Loss on Early Extinguishment of Debt

     Loss on early extinguishment of debt for 2006 was $3.1 million. This loss resulted from writing off costs we had deferred in conjunction with refinancing our previous debt and payment of a prepayment penalty to our former lenders. In 2005 we wrote off $513,000 of deferred financing costs in connection with the early payment of part of our term loan.

Other Income, Net

     Other income in 2005 includes a $1.3 million gain on sale of marketable equity securities and a $700,000 reimbursement from our directors and officers liability insurer. There were no other income or expense items in 2006 that were individually significant.

Tax Rate

     Our benefit for income taxes for 2006 was $5.2 million on a pretax loss from continuing operations of $61.7 million. The tax provision differs from the statutory rate due primarily to losses for which no tax benefit can be recorded. We did not record a tax benefit because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts. For 2005 our effective tax rate for continuing operations was 42.4%, resulting in a tax benefit of $4.5 million. See Note 9 to our consolidated financial statements.

Loss from Discontinued Operations

     During the fourth quarter of 2004, we decided to discontinue efforts in the software development segment of our business. In December 2004, the last employee of that segment was terminated and we negotiated termination of its office lease and accrued a related termination payment. Results of the software development segment are shown as discontinued operations in our consolidated statements of operations.

     On June 28, 2006, we sold all of the outstanding shares of TRM Copy Centres (U.K.) Limited, our United Kingdom photocopier subsidiary, to an unrelated third party for cash. TRM Copy Centres (U.K.) Limited operated approximately 2,500 photocopiers. The net sales price was £2.32 million (approximately $4.3 million). The net carrying amount of the assets (principally equipment) of the subsidiary sold was $2.4 million. We have recorded a gain on the sale of $1.9 million, including recognition in income of foreign currency translation adjustments of $1.5 million that had previously been recorded in other comprehensive income. The operations of our United Kingdom photocopier subsidiary are shown in our consolidated statements of operations for all periods presented as discontinued operations.

     In December 2006 we entered into agreements to sell substantially all of the assets of our United States photocopy segment and our Canadian ATM segment. The sale of the Canadian ATM business closed January 12, 2007. The sales price for the assets of the Canadian ATM business was approximately Canadian $13.2 million (approximately U.S. $11.3 million using exchange rates as of January 12, 2007), subject to certain adjustments. The sale of the United States photocopy business closed January 29, 2007. The sales prices for the assets of the United States photocopy business was approximately $9.0 million, and is subject to adjustments principally for the value of accounts receivable as of the closing, which has not yet been agreed upon.

     Effective January 24, 2007, we sold all of the shares of our United Kingdom ATM subsidiary that owned our ATM businesses in the United Kingdom and Germany for approximately £44.6 million (approximately $87.6 million using exchange rates as of January 24, 2007), subject to adjustments principally for working capital accounts as of the date of closing which have not yet been agreed upon.

     In the first quarter of 2007, we expect to record gains of approximately $2.6 million on the sale of our Canadian ATM business, approximately $8.2 million on the sale of our United Kingdom and German ATM businesses, and approximately $800,000 on the sale of our United States photocopy business. See “Risk Factors – Risks Related to our Business Generally – We could be liable for sales price adjustments and warranty/indemnification claims relating to businesses we sold in January 2007,” for a discussion of possible sales price adjustments and warranty or indemnification claims including those relating to taxation matters.

     The operations of our Canadian, United Kingdom and German ATM businesses and our United States photocopy business are shown as discontinued operations for all periods presented in our consolidated statements of operations.

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     Our pretax loss from discontinued operations was $63.0 million in 2006, compared to a pretax loss of $3.2 million in 2005. Discontinued operations for 2006 includes impairment charges relating to goodwill, finite-lived intangible assets and equipment totaling $50.0 million. An $8.2 million decrease in net revenues of discontinued operations, primarily in the United States photocopy business, also contributed to the decline in results. See Note 13 to our consolidated financial statements for additional information regarding our discontinued operations.

Net Income (Loss)

     Our net loss increased by $111.2 million, to $120.1 million in 2006 from $8.9 million in 2005. The major factors contributing to the increased net loss were:

• Impairment charges of $96.1 million in 2006, of which $50.0 million is included in discontinued operations.

• An $8.7 million decrease in gross profits resulting from an $18.5 million decrease in sales from continuing operations.

• The $3.1 million loss on early extinguishment of debt in 2006.

• A $2.8 million increase in interest expense and amortization of debt issuance costs.

These increases were partially offset by $5.2 million of abandoned acquisition costs in 2005 that did not recur in 2006.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

	ATM Results of Operations — Continuing Operations
	2004					2005
	Amount		%			Amount		%
	(in thousands, except operating and percentage data)
Transaction-based sales	$	28,489		100.0	%	$	114,848		100.0	%
Less discounts		12,826		45.0			76,674		66.8
Net transaction-based sales		15,663		55.0	%		38,174		33.2	%
Service and other sales		2,777					8,364
Sales of ATM equipment		459					2,663
Net sales		18,899					49,201
Cost of sales:
Cost of vault cash		1,720					5,319
Other		7,355					16,884
Gross profit	$	9,824				$	26,998
Operating data:
Average number of transacting ATMs		3,011					14,530
Withdrawal transactions		11,910,811					50,388,584
Average withdrawals per ATM per month		330					289
Average transaction-based sales per withdrawal transaction	$	2.39				$	2.28
Average discount per withdrawal transaction	$	1.07				$	1.52
Net transaction-based sales per withdrawal transaction	$	1.32				$	.76

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	Photocopy Results of Operations — Continuing Operations
	2004					2005
			% of					% of
	Amount		sales			Amount		sales
	(in thousands, except operating and percentage data)
Sales	$	5,157		100.0	%	$	4,393		100.0	%
Less discounts		960		18.6			789		18.0
Net sales		4,197		81.4			3,604		82.0
Cost of sales		2,170		42.1			2,768		63.0
Gross profit	$	2,027		39.3	%	$	836		19.0	%
Operating data:
Average number of photocopiers		3,027					2,819
Number of photocopies		72,351,138					63,827,982
Average photocopies per machine per month		1,992					1,887
Average sales per photocopier per month	$	141.97				$	129.86
Average sales per photocopy	$	.071				$	.069
Average discount per photocopy	$	.013				$	.012
Average net sales per photocopy	$	.058				$	.057
Average gross profit per photocopy	$	.028				$	.013

Sales

     In 2005, consolidated sales from continuing operations increased by $93.4 million, to $130.3 million from $36.9 million in 2004. ATM sales increased by $94.1 million, and photocopier sales decreased by $764,000.

     During 2005, sales and expenses were affected by an increase in the value of the United States dollar as compared to the Canadian dollar. Approximately 3% of our consolidated sales for 2005 were produced in Canada by our Canadian subsidiary. The average exchange rate during 2005 for the Canadian dollar was U.S. $0.824 to C$1.00 as compared to U.S. $0.768 to C$1.00 in 2004. As a result of this increase in the value of the Canadian dollar, we reported $299,000 more in sales during 2005 than we would have reported had the exchange rate remained constant at the average for 2004. This gain was substantially offset by a corresponding increase in expenses.

     ATM sales. Our United States ATM sales were $125.9 million for 2005 compared to $31.7 million for 2004. The $94.1 million increase in ATM sales was due to a combination of an $86.4 million increase in transaction-based sales, a $5.6 million increase in service and other sales, and a $2.2 million increase in sales of ATM equipment.

     The $86.4 million increase in transaction-based sales resulted from the expansion of our ATM network. The average number of transacting ATMs in our network during 2005 increased by 383% compared to 2004. The increase of 11,519 average ATMs reflected the acquisition of the eFunds network transaction in November 2004 in addition to sales of new contracts by our sales force. Although the average number of transacting ATMs in 2005 was substantially higher than in 2004, during 2005 we had a decrease in transacting ATMs, primarily as a result of attrition in ATM contracts acquired from eFunds in 2004. The average number of transacting ATMs in our networks declined by 8% from the first quarter of 2005 to the fourth quarter of 2005. See Item 1A — “Risk Factors — Risks Relating to Our ATM Business — If merchant-owned ATM customers terminate their relationships with us prior to the termination of their contracts or do not renew their contracts upon their expiration, it could reduce our ATM sales.”

     The increase in 2005 compared to 2004 was partially offset by:

• A decline in the average number of withdrawals per unit. Average withdrawals per ATM per month decreased by 12.4% to 289 for 2005 compared to 330 for 2004. The decrease in average monthly withdrawals per ATM was caused by the ATM contracts acquired from eFunds in November 2004 which historically had lower transactions per unit than our then-existing network.

• A 4.6% decrease in average transaction-based sales per withdrawal transaction, to $2.28 in 2005 compared to $2.39 in 2004. The decrease in average transaction-based sales per withdrawal was primarily due to the acquisition of the eFunds network in November 2004. The ATMs acquired from eFunds had substantially lower transaction-based sales per withdrawal transaction than our historical averages.

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     Photocopier sales. Photocopier sales in 2005 were $4.4 million, down $764,000 compared to 2004. The $764,000 decrease resulted primarily from:

• Declining photocopy volume — Continuing a trend, photocopy volume declined by 11.8% for 2005 compared to 2004, to 64 million copies from 72 million copies, due to a combination of:

• A decline in installed photocopiers to an average of 2,819 in 2005 from an average of 3,027 in 2004, and

• A decline in the average number of photocopies made per unit per month to 1,887 in 2005 from 1,992 in 2004 due to price increases and competition from alternative media and photocopying services.

Sales Discounts

     Sales discounts on a consolidated basis as a percentage of sales were 59.5% in 2005 and 37.4% in 2004. Sales discounts in the ATM business increased to 66.8% of transaction-based sales in 2005 from 45.0% in 2004. The increased discounts were caused by an increase in the percentage of merchants who both own the ATM and provide their own cash in their ATMs. Most of the ATM contracts acquired during 2004 are merchant-owned. Sales discounts in the photocopier business declined slightly, from 18.6% to 18.0% of sales.

Cost of Sales

     Cost of sales on a consolidated basis decreased to 19.2% of sales in 2005, from 30.5% in 2004. Cost of sales as a percentage of sales declined in our ATM segment primarily due to the increase in the percentage of merchant-owned ATMs in our network for which our costs are lower but merchant discounts are higher than for ATMs we own. Cost of sales as a percentage of sales increased in our photocopier segment.

     ATM cost of sales. Cost of sales in the ATM business increased by $13.1 million to $22.2 million in 2005 from $9.1 million in 2004, as a result of the increase in ATMs in our networks to an average of 14,530 transacting ATMs in 2005 compared to an average of 3,011 in 2004.

     Primarily due to the increased number of ATMs in our networks and the increase in transactions processed in 2005 compared to 2004, our cost of vault cash increased $3.6 million, processing and telecommuncations expense increased $2.5 million, armored car carrier costs increased $2.1 million, third party service expense increased $1.1 million, and depreciation of ATM equipment increased $626,000. Due to increased sales of ATM equipment in 2005, the cost of ATM equipment sold increased by $2.0 million. We also had a $453,000 increase in unreimbursed theft losses in 2005.

     In the past we have had crime insurance to reimburse us for losses that exceeded certain deductible levels. For the policy year beginning July 1, 2005, due to proposed increases in both the deductible level and the cost of the insurance, we began insuring only against catastrophic cash losses.

     Photocopier cost of sales. Cost of sales in our photocopier business increased by $598,000, to $2.8 million in 2005 from $2.2 million in 2004. Depreciation of photocopy equipment increased by $166,000 in 2005 due to increases in the minimum monthly depreciation beginning in January and October 2005. Technician labor and automobile expense increased by $194,000 in 2005.

Selling, General and Administrative Expense

     Selling, general and administrative expense increased by $16.9 million to $32.5 million in 2005 from $15.6 million in 2004. However, selling, general and administrative expense as a percent of sales decreased to 25.0% in 2005 from 42.3% in 2004. Specific increases included:

• A $5.3 million increase in amortization expense due to amortization of intangible assets relating primarily to ATM contracts acquired in 2004.

• A $4.0 million increase in labor-related expense. This increase was caused by an increase in administrative employees necessary to accommodate our then-expanding business, including integration of businesses acquired in 2004.

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• A $3.0 million increase in outsourced services, primarily services relating to the ATM networks acquired from eFunds Corporation in 2004.

• A $2.5 million increase in legal, accounting and consulting services due primarily to first-year compliance with Section 404 of the Sarbanes-Oxley Act.

Abandoned Acquisition Costs

     We determined that it was unlikely that we would complete the acquisition of the ATM business of Travelex UK Limited and one other ATM business that we had been evaluating. As a result, we charged to expense in the fourth quarter of 2005 a total of $5.2 million of previously capitalized external costs relating to these potential acquisitions.

Interest Expense and Amortization of Debt Issuance Costs

     The terms of our financing agreements required us to use substantially all of the net proceeds from the sales of businesses in June 2006 and January 2007 to pay debt. Accordingly, we have allocated interest on the lesser of the amount repaid or debt outstanding to discontinued operations. Interest and amortization of debt issuance costs were allocated between continuing operations and discontinued operations as follows (in thousands):

	2004		2005
Continuing operations	$	237	$	1,861
Discontinued operations		1,586		8,357
	$	1,823	$	10,218

Loss of Early Extinguishment of Debt

     Loss on early extinguishment of debt for 2006 was $3.1 million. This loss resulted from writing off costs we had deferred in conjunction with refinancing our previous debt and payment of a prepayment penalty to our former lenders. In 2005 we wrote off $513,000 of deferred financing costs in connection with the early payment of part of our term loan.

Other Income, Net

     Other income in 2005 includes a $1.3 million gain on sale of marketable equity securities and a $700,000 reimbursement from our directors and officers liability insurer.

Tax Rate

     Our effective tax rate for continuing operations in 2005 was 42.4% resulting in a tax benefit of $4.5 million. For 2004 our effective tax rate was 45.7%, and the tax benefit was $1.9 million. See Note 9 to our consolidated financial statements.

Income (Loss) from Discontinued Operations

     The operations of our Canadian, United Kingdom and German ATM businesses, and our United States photocopy business and our software development business are shown as discontinued operations in our consolidated statements of operations.

     Our income from discontinued operations before income taxes for 2004 was $15.8 million, compared to a loss of $3.2 million for 2005. Pretax income from our United Kingdom ATM operations decreased by $12.2 million in 2005 as compared to 2004, and pretax income from our United States photocopy operations decreased by $5.7 million. Pretax income from our United Kingdom ATM operations decreased primarily due to a $5.7 million increase in interest expense, an $879,000 increase in cash losses due to theft and a $1.3 million increase in depreciation of equipment while net revenues only increased $1.9 million. The $5.7 million decrease in United States photocopy pretax income was almost entirely due to a decrease in volume and net revenues while expense remained almost constant between years. See Note 13 to our consolidated financial statements for additional information regarding our discontinued operations.

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Net Income (Loss)

     For 2005 we had a net loss of $8.9 million, following net income of $7.9 million in 2004. The major factors contributing to this change were:

• A $6.3 million increase in our operating loss from continuing operations caused primarily by the $5.2 million of abandoned acquisition costs.

• A $12.9 million decrease in income from discontinued operations.

     These decreases in income were partially offset by a reduction in income tax expense. For 2005 our tax benefit for continuing and discontinued operations combined was $4.9 million. For 2004 our tax provision for continuing and discontinued operations combined was $3.8 million.

Liquidity and Capital Resources

General

     We incurred a net loss of $120.1 million in the year ended December 31, 2006. As a result of our financial performance for the three months ended September 30, 2006, we failed to meet certain financial covenants of our financing agreements with GSO Origination Funding Partners LP and other lenders. On November 20, 2006 we entered into amendments that restructured our loans and waived the failure to meet the loan covenants. Under the restructured loan agreements principal payments of $69.9 million were due in the first quarter of 2007. During January 2007 we sold our Canadian, United Kingdom and German ATM businesses and our United States photocopy business and used $98.5 million from the proceeds of those sales to make principal and interest payments under these loans, leaving a remaining balance of principal plus accrued interest of $2.0 million. We are uncertain whether our remaining operations can generate sufficient cash to comply with the covenants of our restructured loan agreements and to pay our obligations on an ongoing basis. Because there are cross-default provisions in TRM Inventory Funding Trust’s Loan and Servicing Agreement, if we fail to comply with the covenants of our restructured loan agreements and are declared to be in default by GSO Origination Funding Partners LP and other lenders, we may be declared in default of the provisions of the Loan and Servicing Agreement as well, and the lender may be able to demand payment. These factors, among others, may indicate that we may be unable to continue as a going concern for a reasonable period of time. We have received a report from PricewaterhouseCoopers LLP regarding our consolidated financial statements for the year ended December 31, 2006, which included an explanatory paragraph stating that the consolidated financial statements were prepared assuming we will continue as a going concern. The report also stated that our uncertainty regarding our ability to meet our future obligations has raised substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should we be unable to continue as a going concern. Our continuation as a going concern is contingent upon our ability to generate sufficient cash to pay our obligations on an ongoing basis.

     Our principal ongoing funding requirements are for working capital to finance our operations, fund capital expenditures and fund any claims under agreements for sales of businesses in January 2007.

     During 2006, we generated $869,000 of cash from operating activities as compared to $13.5 million generated from operating activities in the same period in the prior year. The decrease in cash flows from operating activities was due primarily to the net loss, exclusive of impairment charges and other asset write-downs, of $24.0 million in 2006 compared to a net loss of $8.9 million in the prior year. We spent $7.0 million on equipment (mostly ATM equipment) during 2006. In the second quarter of 2006 we sold our United Kingdom photocopier subsidiary for $4.3 million cash. As discussed under “Syndicated Credit Facility” below, in June 2006 we established a new credit facility which we used to refinance our then-existing term loan and lines of credit with balances totaling $92.1 million. In 2006 we incurred debt financing costs requiring $3.0 million cash.

     In November 2006 we announced the implementation of a corporate restructuring plan involving an initial reduction of then-existing controllable selling, general and administrative expenses of approximately 15%. Subsequent to that announcement, we have sold operations that accounted for approximately 58% of our net sales in 2006. In connection with our restructuring plan and the sales of a substantial part of our operations, we have reduced our number of employees from 364 as of December 31, 2006 to 91 as of March 31, 2007, and we anticipate additional staff reductions during the second quarter of 2007.

     We had cash and cash equivalents of $4.8 million at December 31, 2006, compared to $9.7 million at December 31, 2005, and a net working capital deficit of $2.6 million at December 31, 2006 compared to a net working capital deficit of $89.2 million at December 31, 2005. The working capital deficits were principally caused by the classification of all of our debt facilities as current liabilities due to our loan covenant defaults. As of December 31, 2006, we classified all of the assets of the businesses sold in January 2007 as current assets, because the proceeds from

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those sales were required to be used to pay debt classified as a current liability. This debt was substantially repaid in January 2007. Subject to the matters discussed in the next two paragraphs, we believe that our liquidity and capital resources are adequate for our currently anticipated needs.

     In connection with the sales of our ATM businesses in the United Kingdom, Germany and Canada, and our photocopy business in the United States in January 2007, we have made various representations and warranties and/or provided indemnities. Further, the sales prices may be subject to adjustment based on working capital amounts, the value of accounts receivable as of the closing of the sale or other factors which have not yet been agreed upon. The purchasers may make claims against us relating to the representations or warranties or provisions for adjustment of the sales prices, and those claims could be substantial. Because we used substantially all of the net proceeds from the business sales to reduce our debt, we might not have sufficient cash to pay such claims without additional financing.

     We believe that as of December 31, 2006, the remaining cost of upgrading the ATMs we own to comply with new industry standards known as triple DES will be approximately $700,000. These costs will be capitalized and depreciated over the remaining life of each asset. As of December 31, 2006, approximately 76% of our owned ATMs in the United States were compliant with triple DES. We intend to complete the upgrade of our ATMs to comply with these new standards by December 31, 2007, and we expect to fund the upgrades with cash on hand and from our operations.

Syndicated Credit Facility

     In June 2006, we established a credit facility which we used to refinance our then-existing term loan and lines of credit. In connection with the repayment of our term loan and lines of credit, we recorded a loss on early extinguishment of debt of $3.5 million of which $372,000 is included in discontinued operations. This loss resulted from writing off costs of $2.6 million we had deferred in conjunction with that debt and payment of a prepayment penalty of $861,000 to our former lenders. The new facility consisted of three related agreements:

• a $45.5 million credit agreement (the “First Lien Credit Agreement”) with GSO Origination Funding Partners LP (the “GSO Fund”), certain other lenders and Wells Fargo Foothill, Inc., serving as administrative agent, revolving lender, swing line lender and letter of credit issuer (“WFF”);

• a $40 million second lien loan agreement with the GSO Fund, certain other lenders and WFF (the “Second Loan Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements”); and

• a £12.9 million (approximately $25.5 million based on exchange rates as of December 31, 2006) facility agreement between our wholly-owned subsidiary, TRM (ATM) Limited (“TRM (ATM) Ltd.”) and GSO Luxembourg Onshore Funding SarL (“GSO Lux”) as the original lender, facility agent and security agent (the “UK Facility Agreement”).

     The First Lien Credit Agreement consisted of a $30.5 million term loan facility and $15 million of revolving commitments. There was a letter of credit sublimit of $6.0 million under the revolving loan commitment. The Second Loan Agreement consisted of a $40 million term loan.

     Outstanding balances under the three agreements as of December 31, 2006 were as follows:

First Lien Credit Agreement including $6,511 borrowing on line of credit	$	32,762
Second Loan Agreement		40,908
UK Facility Agreement		25,648
	$	99,318

     Prior to the restructuring discussed below, under the First Lien Credit Agreement, both the revolving loans and the term loan bore interest at the London Interbank Offered Rate (“LIBOR”) plus 4.0% while, under the Second Loan Agreement, the term loan bore interest at LIBOR plus 7.0%. Interest on all loans was payable quarterly. Under the First Lien Credit Agreement, we were required to pay quarterly installments of principal of $65,000, with the remaining unpaid principal due at maturity. Under the Second Loan Agreement, we were required to pay the entire principal balance at maturity. The revolving and term loans under the First Lien Credit Agreement were scheduled to mature on June 6, 2011. The term loan under the Second Loan Agreement was scheduled to mature on June 6, 2012.

     The Credit Agreements contain affirmative and negative covenants that restrict our activities and those of our subsidiaries, including, among other things, restrictions on debt, liens, investments, dispositions and dividends.

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The Credit Agreements also contained mandatory prepayment events and events of default relating to customary matters, including payment and covenant defaults, cross defaults relating to other indebtedness, insolvency, loss of access to cash to service at least 80% of our ATM machines at the present level and loss of material contracts. Upon a default, WFF could, at the request of, or may, with the consent of the required lenders, accelerate the maturity of the loans and/or exercise remedies available to it and the lenders. Under the First Lien Credit Agreement, WFF could also terminate both the commitment of each lender to make loans under the revolving loan portion of the facility and WFF’s obligation to issue letters of credit, and could require us and the other borrowers to provide cash collateral as security for any outstanding letters of credit.

     The UK Facility Agreement consisted of a £12.9 million term loan. Prior to restructuring, discussed below, the loan bore interest at LIBOR plus 4.0% plus an amount intended to compensate GSO Lux for reserve requirements at the Bank of England or the European Central Bank with respect to the loan. The UK Facility Agreement contained affirmative and negative undertakings that restricted TRM (ATM) Ltd.’s activities, including, among other things, restrictions on debt, liens, investments, dispositions and dividends. The UK Facility Agreement also contained mandatory prepayment events and events of default relating to customary matters, including non-payment, cross defaults relating to other indebtedness and insolvency. Upon a default, GSO Lux could accelerate the maturity of the loan.

     Affirmative covenants in the Credit Agreements and the United Kingdom Facility Agreement included requirements to: achieve certain levels of earnings before interest, taxes, depreciation, amortization and certain other non cash expenses which we refer to as EBITDA; maintain certain financial ratios related to funded debt, total debt and fixed charge coverage to earnings before taxes, depreciation, amortization and non cash expenses; and limit capital expenditures.

     As of September 30, 2006, our financial performance caused us to not be in compliance with three of the covenants in the Credit Agreements and the UK Facility Agreement: the minimum amount of consolidated EBITDA (annualized), the consolidated leverage ratio and the consolidated fixed charge coverage ratio. Our lenders had the right to seek to accelerate the loan under the operative loan documents, but they did not do so or exercise other remedies. Instead, on November 20, 2006, we entered into agreements under which they waived our defaults and agreed with us to restructure our loans. As restructured, the interest rate on the revolving line of credit under the First Lien Credit Agreement increased to LIBOR plus 6% (which is equal to the rate that would have applied under the First Lien Credit Agreement had the lenders declared a default); the interest rate under the UK Facility Agreement increased to LIBOR plus 6% (which is equal to the rate under the UK Facility Agreement that would have applied under a default). The increased interest cost is deferred and added to principal. In addition, the Second Loan Agreement was bifurcated to create a $15 million term loan (Term Loan A) with interest at LIBOR plus 9% and a $25 million term loan (Term Loan B) with interest at LIBOR plus 12%. Payment of the 2% increase in the interest on Term Loan A and all of the interest on Term Loan B is deferred and added to principal. The maturity dates of the loans under the First Lien Credit Agreement, Term Loan A and the loan under the UK Facility Agreement were changed to February 28, 2007. Term Loan B matures June 6, 2012. In addition, a payment of $10 million against the term loan under the First Lien Credit Agreement was due January 31, 2007. The financial covenants were modified to require achievement of certain levels of earnings before interest, taxes, depreciation and amortization and certain other non cash expenses which we refer to as adjusted EBITDA, adjusted monthly, and to limit capital expenditures. As of December 31, 2006, we were not in compliance with either of these covenants. On May 15, 2007, we received a waiver of the violations of our adjusted EBITDA covenant for the months ended December 31, 2006, January 31, 2007, February 28, 2007 and March 31, 2007. Our lenders have not taken any action with regard to our violation of the capital expenditure limits. We also granted warrants to the holders of Term Loan B to purchase 3.1 million shares of our common stock at a price equal to a 5% premium above the weighted average price of our common stock for the seven trading days following November 20, 2006. Based on that formula, the exercise price of the warrants was set at $1.3638 per share. The warrants are exercisable for a period of seven years following November 20, 2006. We have agreed to file a registration statement with the SEC covering the resale of the shares issuable upon the exercise of the warrants and to use our best efforts to have the registration statement declared effective by the SEC no later than May 18, 2007. However, because we filed our Annual Report on Form 10-K for 2006 late and have not yet filed our Quarterly Report on Form 10-Q for the first quarter of 2007, we have not yet been able to file the registration statement. Because the present value of the cash flows under the terms of the revised debt instruments were less than 10% different than the present value of the remaining cash flows under the terms of the original instruments, we accounted for the restructuring of our loans as a modification of the previously outstanding debt. Accordingly, we charged to expense the legal fees we incurred and recorded the fair value of the warrants and loan fees as deferred financing costs.

     We estimated the total fair value of the warrants issued to the holders of Term Loan B to be $2.8 million using the Black-Scholes valuation model. We have recorded the fair value of the warrants and $1.0 million of loan fees incurred from our lenders in connection with the restructuring of our loans in November 2006 as additional deferred financing costs. These costs, together with $2.8 million of previously unamortized deferred financing costs associated with the credit facility established in June 2006, aggregate $6.6 million, which we are amortizing over the remaining terms of the related loans. Since most of the balance of the related debt is due in January and February 2007, the majority of the deferred financing costs are scheduled to be amortized over the period from November 20, 2006

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through February 28, 2007, and $1.3 million of that cost has been amortized in expenses of discontinued operations from November 20, 2006 through December 31, 2006. In connection with the early payment of most of our debt in January 2007, substantially all of the remaining unamortized deferred financing costs will be charged to expense.

     The borrowings pursuant to the Credit Agreements and the UK Facility Agreement are collateralized by substantially all of our assets and the assets of our subsidiaries, and by a pledge of the stock of our United States subsidiaries and 65% of the stock of our foreign subsidiaries.

     Because we were uncertain whether we could comply with all of the terms of the restructured loans, we classified the entire balance of the loans as a current liability on our balance sheet as of December 31, 2006.

     During January 2007 we sold our Canadian, United Kingdom and German ATM businesses and our United States photocopy business and used $98.5 million from the proceeds of those sales to make principal and interest payments under the Credit Agreements. These payments repaid all of our liability under the First Lien Credit Agreement, the UK Facility Agreement and Term Loan A under the Second Loan Agreement. Following these payments we have a remaining balance of principal and accrued interest of $2.0 million on Term Loan B.

     As discussed below, as of September 30, 2006 we entered into an amendment to our United States vault cash agreement to reset the minimum net worth covenant to $15 million. In January 2007 we entered into a further amendment which, among other changes, extended the facility for five years and reduced the facility size to $100 million. Because there are cross-default provisions in TRM Inventory Funding Trust’s Loan and Servicing Agreement, if we fail to comply with the covenants of our restructured loan agreements and are declared to be in default under the Credit Agreements, we may be declared in default of the provisions of the Loan and Servicing Agreement as well, and the lender may be able to demand payment. Therefore, the Trust’s debt is classified as a current liability and the vault cash is classified as a current asset on our consolidated balance sheet.

United States Vault Cash Facility

     General. In March 2000, we established a facility for funding the cash which is placed in our ATM equipment (which we refer to as “vault cash”) for our United States ATMs. As of December 31, 2006, we had access to $150 million of vault cash under the facility of which $73.7 million was being used. In January 2007 the facility was amended and extended, as discussed below.

     Structure of the facility. The facility is based on the relationship between three primary companies. These companies are:

• TRM Inventory Funding Trust, or the Trust. The Trust is a Delaware business trust that was created pursuant to a deposit trust agreement between GSS Holdings, Inc. as depositor, Wilmington Trust Company as owner trustee, and TRM ATM Corporation as servicer. The majority equity holder in the Trust is Autobahn Funding Company, LLC, and the minority equity holder is GSS Holdings, Inc. Neither we, TRM ATM Corporation nor any of our other affiliates have any ownership interest in the Trust.

• TRM ATM Corporation, or TRM ATM. TRM ATM is one of our subsidiaries and acts as the servicer under the facility.

• Autobahn Funding Company, LLC, or Autobahn. Autobahn is an affiliate of DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, which is the lender under the facility. Autobahn is independent of us, TRM ATM and our other affiliates.

     Operation of the facility. We obtain our vault cash under the facility pursuant to a Loan and Servicing Agreement. In accordance with that agreement, Autobahn raises funds by issuing asset-backed commercial paper. Autobahn then loans those funds to the Trust at an interest rate equal to the interest rate borne by the commercial paper plus 1.75% (1.35% after April 2007). The loaned funds are then deposited into an account from which, at the direction of TRM ATM acting as the servicer of the facility, they are disbursed to armored car carriers for transportation to our United States ATMs. The loaned funds are then available for withdrawal from the ATMs by the public. The cash at all times remains the property of the Trust, and the Trust is ultimately obligated to repay Autobahn.

     The Trust, as borrower under the facility, and TRM ATM, as servicer, use their cash from operations, which is principally derived from ATM withdrawal and interchange fees, to fund a settlement account from which, in

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combination with its vault cash, TRM ATM directs repayment of the loans to the Trust, the interest on the loans, a specified return on the equity investment made by the investors in the Trust and the fees described below.

     The Trust engages TRM ATM, as servicer, and other agents and contractors from time to time to perform all duties assigned under the Loan and Servicing Agreement. Under the terms of the November 2004 amendment to the facility, TRM ATM is permitted to subservice certain servicing functions to eFunds Corporation pursuant to a master services agreement related to our acquisition of the eFunds ATM business.

     The Loan and Servicing Agreement contains covenants applicable to us, including a minimum tangible net worth requirement. As of September 30, 2006 we entered into an amendment to that agreement which reset the minimum net worth covenant to $15 million. In January 2007 we entered into a further amendment which, among other changes, extended the facility for five years and reduced the facility size to $100 million.

     Collateral and credit enhancement. The Trust’s borrowings from Autobahn are collateralized by the assets of the Trust, principally the vault cash. In addition, where the vault cash is placed in an ATM, the Trust has a security interest in all of the fees and charges earned or received with respect to that ATM until those fees are distributed to TRM ATM.

     Autobahn is a party to a liquidity purchase agreement with other lenders, which ensures that the Trust continues to have funds available for the term of the agreement and that Autobahn will have the funds necessary to repay the commercial paper it issues. Each lender party to the agreement is required to have a credit rating at least as high as the credit rating of the commercial paper that Autobahn issues.

     Cost of the facility. The primary costs paid in connection with the facility are:

• Interest on the loaned funds. The loans bear interest at an interest rate equal to 1.75% (1.35% after April 2007) plus the interest rate borne by the commercial paper that was issued to raise the funds for the loans. Interest for the year ended December 31, 2006 was $5.5 million.

• Return for equity investors. Autobahn and GSS Holdings, Inc., as equity investors in the Trust, receive a return on the value of their investments, which were $1,485,000 and $15,000, respectively, as of December 31, 2006. Autobahn’s annual return is equal to 1.75% plus the interest rate borne by the commercial paper that is outstanding. GSS Holdings’ annual return is equal to 25.0%.

• Fees. Autobahn receives a commitment fee and TRM ATM, as servicer, and the collateral agent each receive administrative fees in connection with the facility. Autobahn’s fees for the year ended December 31, 2006 were $215,000.

     Risk of loss and insurance. Any risk with regard to the Trust or the ability of the Trust to repay the Trust’s debt resides with the Trust and with GSS Holdings as the minority equity investor and with Autobahn as the majority equity investor. TRM ATM serves only as an administrator or servicer of the Trust.

     We maintained letters of credit totaling $3.8 million, or 5.3% of loans outstanding on December 31, 2006, to guarantee the performance of the servicer of the facility. The Trust’s subcontractors maintain insurance on behalf of the Trust so as to ensure the cash is safe while stored at correspondent banks, and during delivery to ATM equipment and to vault or bank storage facilities.

United Kingdom Vault Cash Facility

     Before its sale in January 2007, our United Kingdom ATM business obtained vault cash under an agreement with a local bank. Vault cash obtained under the program remained the property of the bank, and was not included on our balance sheet.

Canadian Vault Cash Facility

     Before its sale in January 2007, our Canadian ATM business obtained vault cash under an agreement with an armored car carrier that has a corresponding agreement with a local bank. As in our U.K. vault cash arrangement, the vault cash obtained under the Canadian program remained the property of the bank, and was not included on our balance sheet.

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Off-balance Sheet Arrangements

     We have no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Commitments and Obligations

     The following table summarizes our contractual commitments and obligations as of December 31, 2006 (in thousands):

	Payments due by period
Contractual obligations	Total		2007		2008-2009		2010-2011		After 2011
TRM Corporation and subsidiaries
Long-term debt	$	125,312	$	79,510	$	9,058	$	9,058	$	27,686
Operating leases		3,321		1,304		1,558		286		173
Purchase obligations		14,375		5,000		9,375		—		—
Total TRM Corporation and subsidiaries		143,008		85,814		19,991		9,344		27,859
TRM Inventory Funding Trust note payable		99,254		5,190		10,380		10,380		73,304
Total contractual cash obligations	$	242,262	$	91,004	$	30,371	$	19,724	$	101,163

     The long-term bank debt and TRM Inventory Funding Trust note payable are shown above in accordance with their contractual terms. However, because we believed it likely that our creditors would be able to demand payment of those debts during 2007, we classified them as current liabilities in our consolidated balance sheet. In January 2007 we paid all but $2.0 million of the long-term debt and accrued interest outstanding.

     The above payments include interest where applicable, with interest on variable rate obligations assumed to remain constant at the rate in effect as of December 31, 2006. Purchase obligations consist of a master services agreement with eFunds, which involves payment totaling at least $5 million annually over an initial term expiring in November 2009.

Critical Accounting Policies and Estimates

     The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, sales, costs and expenses, and the disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to impairments, depreciation, intangible assets, accounts receivable, inventories, and income taxes. We base our estimates and judgments on historical experience and on various assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

     We have identified the following policies as critical to our business operations and to understanding the results of those operations.

     As of December 31, 2006, our assets include goodwill of $16.7 million and other intangible assets with a net carrying amount of $585,000. Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, (“SFAS 142”), provides that goodwill and other intangible assets that have indefinite useful lives will not be amortized, but instead must be tested at least annually for impairment, and intangible assets that have finite useful lives should be amortized over their estimated useful lives. SFAS 142 also provides specific guidance for testing goodwill and other non-amortized intangible assets for impairment. SFAS 142 requires management to make certain estimates and assumptions in order to allocate goodwill to reporting units and to determine the fair value of a reporting unit’s net assets and liabilities, including, among other things, an assessment of market conditions, projected cash flows, interest rates, and growth rates, which could significantly impact the reported value of goodwill and other intangible assets. Furthermore, SFAS 142 exposes us to the possibility that changes in market conditions could result in potentially significant impairment charges in the future.

     We evaluate the recoverability of our goodwill by estimating the future discounted cash flows of the reporting unit to which the goodwill relates. We use discount rates corresponding to our cost of capital, risk adjusted as appropriate, to determine such discounted cash flows, and consider current and anticipated business trends,

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prospects, and other market and economic conditions when performing our evaluations. Such evaluations are performed at a minimum on an annual basis, or more frequently based on the occurrence of events that might indicate a potential impairment.

     We amortize finite-lived intangible assets over estimated useful lives of five to ten years. Acquired contracts, with a gross carrying amount of $1.1 million are being amortized over ten years, primarily on an accelerated basis intended to reflect the cash flow patterns and duration used in estimating the value of those contracts. A reduction in the estimated useful lives of our intangible assets would result in additional amortization expense on a prospective basis.

     In accordance with Statement of Financial Accounting Standards No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, (“SFAS 144”), long-lived assets such as equipment and purchased contract intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Whenever events or changes in circumstances indicate that our merchant contracts or equipment may be impaired, we evaluate the recoverability of the asset by measuring the related carrying amounts against the associated estimated undiscounted future cash flows. Should the sum of the expected future net cash flows be less than the carrying values of the tangible or intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the tangible or intangible assets exceeded the calculated fair value.

     During 2006, we recorded impairment charges of $96.1 million which we discuss in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impairment Charges”.

     We have established valuation allowances to reduce our deferred tax assets to the amount that we believe we will realize. Because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts, during 2006 we have established valuation allowances that reduced the carrying value of our net deferred tax assets to zero. If we determine that we will realize deferred tax assets in the future, we will increase (decrease) net income (loss) in the period in which we make the determination.

New Accounting Standards

     In June 2006, the FASB issued FASB Interpretation No. 48, or FIN 48 “Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation is effective for us beginning in 2007. We anticipate no material impact on our results of operations, financial position or cash flows as a result of adopting this interpretation.

     In September 2006, the FASB issued Statement of Financial Accounting Standards, or SFAS, 157 “Fair Value Measurements.” SFAS 157 establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements. The statement is effective for us beginning in 2008. We anticipate no material impact on our results of operations, financial position or cash flows as a result of adopting this statement.

     In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” which allows companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, this statement will have on our financial statements.

     In September 2006, the SEC issued Staff Accounting Bulletin No. 108, or SAB 108. SAB 108 expresses SEC staff views regarding the processing by which misstatements in financial statements are evaluated for purposes of determining whether those misstatements are material to a company’s financial statements. SAB 108 is effective for us in 2006. Our adoption of the provisions of SAB 108 did not have any material impact on our results of operations, financial position or cash flows.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in interest rates and, until the sale of substantially all of our foreign operations in January 2007, we were exposed to foreign currency exchange rate risk. We do not hold or issue derivative commodity instruments or other financial instruments for trading purposes. Since the sales of our United

35

Kingdom, German and substantially all of our Canadian ATM operations, we have no material further exposure to foreign currency exchange rate risk.

Interest Rate Risk

     We invest our cash in money market funds. The income earned from these money market funds is subject to changes in interest rates. Interest income was $197,000 for 2005 and $192,000 for 2006. A 10% change in interest rates earned would not have had a material effect on our net income.

     Interest on borrowings pursuant to our credit facility is at variable rates. As of December 31, 2006, the weighted average interest rate on our $92.8 million term loans was 13.52%, and the interest rate on the $6.5 million outstanding under our line of credit was 14.25%. If the interest rates on our borrowings under the syndicated loan facility as of December 31, 2006, increased by 1%, our interest cost would increase by $993,000 per year. In January 2007 we made repayments that reduced the balance of our borrowing under the syndicated loan facility to $2.0 million, substantially reducing our risk if interest rates increase.

     Under our United States vault cash facility, the Trust borrows money pursuant to a note funded by the sale of commercial paper. The Trust owed $73.3 million at December 31, 2005 and $71.7 million at December 31, 2006 under this arrangement. The weighted average interest rate on these borrowings at December 31, 2006 was 7.14%. Interest and fees relating to the Trust’s borrowings, which are included in cost of sales in our consolidated financial statements, totaled $5.3 million and $6.5 million for the years ended December 31, 2005 and 2006, respectively. If the interest rate for the Trust’s borrowings at December 31, 2006 increased by 1%, to a weighted average of 8.14%, our cost of sales would increase by $717,000 per year.

     As a result of the sale of our United Kingdom and substantially all of our Canadian ATM operations, we no longer maintain vault cash facilities in those countries and do not have further interest rate risk thereunder.

Foreign Currency Risk

     During 2006, and until the sale of substantially all of our foreign operations, we were subject to foreign currency exchange rate exposure. We realized sales from, and paid the expenses of our international operations in British pounds and Canadian dollars. Prior to the sales of our United Kingdom, German and Canadian ATM operations, we were subject to the risk of foreign exchange rate fluctuation. As a result of the sales of all of our foreign operations other than our Canadian photocopy business in January 2007, substantially all of our foreign exchange rate risk has been eliminated.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data required by this item are included in this Annual Report on Form 10-K commencing on page 37.

36

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of TRM Corporation:

We have completed integrated audits of TRM Corporation’s 2006 and 2005 consolidated financial statements and of its internal control over financial reporting as of December 31, 2006 and an audit of its 2004 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of TRM Corporation and its subsidiaries at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company incurred a net loss for 2006 resulting in its inability to meet certain financial covenants of its financing agreement with GSO Origination Funding Partners LP and other lenders, and based on its projections the Company does not expect to meet the required financial covenants during 2007, which may render the debt callable by the lenders and trigger the cross-default provisions in TRM Funding Trust’s Loan and Servicing Agreement. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Internal control over financial reporting

Also, we have audited management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company did not maintain effective internal control over financial reporting as of December 31, 2006, because the Company did not maintain effective controls over a) the adequacy of segment disclosures, b) the impairment analysis of goodwill and long-lived assets, and c) the adequacy of its staffing in the United Kingdom, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those

37

policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management’s assessment as of December 31, 2006:

Ineffective controls over the adequacy of segment disclosures. The Company did not maintain effective control over the adequacy of its segment disclosures. Specifically, the Company did not maintain effective controls to ensure that significant changes to reporting practices (including changes to information reviewed by the chief operating decision maker) were considered in the determination of appropriate operating segments in accordance with generally accepted accounting principles. This control deficiency resulted in adjustments to the segment disclosure, allocation of goodwill to reporting units and computation of goodwill impairment in the third quarter interim consolidated financial statements. Additionally, this control deficiency could result in a material misstatement of goodwill and goodwill impairment expense and segment disclosure that would result in a material misstatement of annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, the Company’s management has determined that this control deficiency constitutes a material weakness.

Ineffective controls over the impairment analysis of goodwill and long-lived assets. The Company did not maintain effective controls over the accounting for the impairment of goodwill and long-lived assets in accordance with generally accepted accounting principles. Specifically, the Company did not maintain effective controls to ensure that assumptions used in the analysis of the impairments of goodwill and long-lived assets were accurate and that such estimates were reviewed by appropriate levels of management. This control deficiency resulted in adjustments to the third quarter interim consolidated financial statements. Additionally, this control deficiency could result in a material misstatement of goodwill, long-lived assets and impairment expense that would result in a material misstatement of annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, the Company’s management has determined that this control deficiency constitutes a material weakness.

Inadequate staffing in the United Kingdom. The Company did not maintain a sufficient complement of personnel in the United Kingdom to maintain an appropriate accounting and financial reporting organizational structure to support the activities of the Company. Specifically, the Company did not maintain personnel who provided the appropriate level of oversight over the financial reporting function and who had the appropriate level of accounting knowledge, experience and training in the application and implementation of generally accepted accounting principles in the United States. This arose primarily as a result of the decision during the fourth quarter of 2006 to sell the United Kingdom operations. This control deficiency resulted in audit adjustments to the Company’s 2006 annual consolidated financial statements. Additionally, this control deficiency could result in a material misstatement of the Company’s United Kingdom accounts and disclosures that would result in a material misstatement to the interim or annual consolidated financial statements that would not be prevented or detected. Accordingly, the Company’s management has determined that this control deficiency constitutes a material weakness.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2006 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

38

In our opinion, management’s assessment that TRM Corporation did not maintain effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control – Integrated Framework issued by the COSO. Also, in our opinion, because of the effects of the material weaknesses described above on the achievement of the objectives of the control criteria, TRM Corporation has not maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the COSO.

/s/ PricewaterhouseCoopers LLP
Portland, Oregon

May 23, 2007

39

TRM Corporation

Consolidated Balance Sheets

(In thousands)

	December 31,			December 31,
	2005			2006
Assets
Current assets:
Cash and cash equivalents	$	9,708		$	4,784
Accounts receivable, net		13,231			4,328
Income taxes receivable		211			215
Inventories		1,930			674
Prepaid expenses and other		3,610			1,579
Deferred financing costs		—			5,270
Deferred tax asset		1,036			—
Restricted cash — TRM Inventory Funding Trust		74,962			73,701
Assets held for sale		—			106,081
Total current assets		104,688			196,632
Equipment, less accumulated depreciation and amortization		71,709			11,646
Deferred tax asset		1,631			—
Goodwill		118,875			16,748
Intangible assets, less accumulated amortization		43,044			585
Other assets		1,835			833
Total assets	$	341,782		$	226,444
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	13,218		$	5,988
Income taxes payable		—			67
Accrued expenses		14,940			8,744
Term loans and line of credit		91,605			99,318
TRM Inventory Funding Trust note payable		73,269			71,697
Current portion of obligations under capital leases		828			—
Liabilities related to assets held for sale		—			13,437
Total current liabilities		193,860			199,251
Obligations under capital leases		686			—
Deferred tax liability		5,430			—
Other long-term liabilities		380			—
Total liabilities		200,356			199,251
Minority interest		1,500			1,500
Commitments and contingencies (notes 12 and 17)
Shareholders’ equity:
Common stock, no par value - 50,000 shares authorized; 17,126 shares issued and outstanding (16,871 at December 31, 2005)		131,545			135,595
Additional paid-in capital		63			63
Accumulated other comprehensive income (loss):
Accumulated foreign currency translation adjustment		2,958			4,692
Other		(74	)		—
Retained earnings (accumulated deficit)		5,434			(114,657	)
Total shareholders’ equity		139,926			25,693
Total liabilities and shareholders’ equity	$	341,782		$	226,444

See accompanying notes to consolidated financial statements.

40

TRM Corporation

Consolidated Statements of Operations

Years ended December 31, 2004, 2005 and 2006

(In thousands, except per share data)

	2004			2005			2006
Sales	$	36,882		$	130,268		$	111,745
Less discounts		13,786			77,463			66,260
Net sales		23,096			52,805			45,485
Cost of sales:
Cost of vault cash		1,720			5,319			6,482
Other		9,525			19,652			19,837
Gross profit		11,851			27,834			19,166
Selling, general and administrative expense (including non-cash stock compensation of $31 in 2005 and $1,051 in 2006)		15,595			32,533			31,287
Impairment charges (note 16):
Goodwill		—			—			20,392
Other intangible assets		—			—			22,918
Equipment		—			—			2,743
Abandoned acquisition costs		—			5,211			—
Equipment write-offs		—			90			583
Operating loss		(3,744	)		(10,000	)		(58,757	)
Interest expense and amortization of debt issuance costs		237			1,861			1
Loss on early extinguishment of debt		—			513			3,105
Other expense (income), net		77			(1,781	)		(159	)
Loss from continuing operations before income taxes		(4,058	)		(10,593	)		(61,704	)
Benefit from income taxes (note 9)		(1,855	)		(4,493	)		(5,194	)
Loss from continuing operations		(2,203	)		(6,100	)		(56,510	)
Discontinued operations:
Income (loss) from operations		15,761			(3,180	)		(63,004	)
Provision (benefit) for income taxes		5,630			(409	)		577
Income (loss) from discontinued operations		10,131			(2,771	)		(63,581	)
Net income (loss)	$	7,928		$	(8,871	)	$	(120,091	)
Basic and diluted per share information:
Loss from continuing operations	$	(2,203	)	$	(6,100	)	$	(56,510	)
Preferred stock dividends		(1,329	)		(147	)		—
Income allocated to Series A preferred shareholders		(920	)		—			—
Excess of cash paid over carrying value of preferred stock redeemed		(48	)		—			—
Net income (loss) from continuing operations available to common shareholders	$	(4,500	)	$	(6,247	)	$	(56,510	)
Weighted average common shares outstanding		9,221			14,542			17,034
Basic and diluted income (loss) per share:
Continuing operations	$	(.49	)	$	(.43	)	$	(3.32	)
Discontinued operations		1.10			(.19	)		(3.73	)
Net income (loss)	$	.61		$	(.62	)	$	(7.05	)

See accompanying notes to consolidated financial statements.

41

TRM Corporation

Consolidated Statement of Shareholders’ Equity

Years ended December 31, 2004, 2005 and 2006

(In thousands)

																Accumulated
														Additional		other
	Comprehensive			Preferred						Common				paid-in		comprehensive			Retained
	income (loss)			Shares			Amounts			Shares		Amounts		capital		income (loss)			earnings			Total
Balances, December 31, 2003					1,778		$	19,798			7,060	$	19,026	$	63	$	2,088		$	7,901		$	48,876
Comprehensive income:
Net income	$	7,928			—			—			—		—		—		—			7,928			7,928
Other comprehensive income:
Foreign currency translation adjustment		2,386			—			—			—		—		—		2,386			—			2,386
Other		28			—			—			—		—		—		28			—			28
Comprehensive income	$	10,342
Issuance of common stock, net					—			—			5,175		52,535		—		—			—			52,535
Conversion of Series A preferred stock					(318	)		(3,545	)		238		3,545		—		—			—			—
Exercise of stock options					—			—			666		4,356		—		—			—			4,356
Tax benefit of options exercised					—			—			—		1,613		—		—			—			1,613
Preferred stock dividends					—			—			—		—		—		—			(1,329	)		(1,329	)
Redemption of Series A preferred stock					(416	)		(4,633	)		—		—		—		—			(48	)		(4,681	)
Balances, December 31, 2004					1,044			11,620			13,139		81,075		63		4,502			14,452			111,712
Comprehensive loss:
Net loss	$	(8,871	)		—			—			—		—		—		—			(8,871	)		(8,871	)
Other comprehensive loss:
Foreign currency translation adjustment		(1,516	)		—			—			—		—		—		(1,516	)		—			(1,516	)
Other		(102	)		—			—			—		—		—		(102	)		—			(102	)
Comprehensive loss	$	(10,489	)
Conversion of Series A preferred stock					(1,044	)		(11,620	)		783		11,620		—		—			—			—
Exercise of stock options					—			—			117		307		—		—			—			307
Tax benefit of options exercised					—			—			—		242		—		—			—			242
Issuance of common stock, net					—			—			2,778		38,233		—		—			—			38,233
Exercise of warrants					—			—			54		37		—		—			—			37
Preferred stock dividends					—			—			—		—		—		—			(147	)		(147	)
Restricted stock expense					—			—			—		31		—		—			—			31
Balances, December 31, 2005					—			—			16,871		131,545		63		2,884			5,434			139,926
Comprehensive loss:
Net loss	$	(120,091	)		—			—			—		—		—		—			(120,091	)		(120,091	)
Other comprehensive loss:
Foreign currency translation adjustment:
Recognized in income		(1,538	)		—			—			—		—		—		(1,538	)		—			(1,538	)
Current period adjustment		3,272			—			—			—		—		—		3,272			—			3,272
Other		74			—			—			—		—		—		74			—			74
Comprehensive loss	$	(118,283	)
Exercise of stock options					—			—			235		91		—		—			—			91
Stock option expense					—			—			—		800		—		—			—			800
Restricted stock expense					—			—			—		339		—		—			—			339
Restricted shares vested					—			—			20		—		—		—			—			—
Issuance of warrants in conjunction with debt modification					—			—			—		2,820		—		—			—			2,820
Balances, December 31, 2006					—		$	—			17,126	$	135,595	$	63	$	4,692		$	(114,657	)	$	25,693

See accompanying notes to consolidated financial statements.

42

TRM Corporation

Consolidated Statements of Cash Flows

Years ended December 31, 2004, 2005 and 2006

(In thousands)

	2004			2005			2006
Operating activities:
Net income (loss)	$	7,928		$	(8,871	)	$	(120,091	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Impairment charges and asset write downs		—			—			96,062
Depreciation and amortization		10,717			21,441			19,965
Loss on disposal of equipment		488			2,006			1,182
Non-cash stock compensation		—			—			1,139
Gain on sale of investment in equity security		—			(1,312	)		—
Provision for doubtful accounts		31			1,832			912
Loss on early extinguishment of debt		—			—			2,560
Gain on sale of discontinued operations		—			—			(362	)
Cumulative foreign currency translation adjustment recognized in income		—			—			(1,538	)
Changes in items affecting operations, net of effects of business acquisitions and dispositions:
Accounts receivable		(3,662	)		(764	)		4,840
Inventories		(4,159	)		5,095			1,723
Income taxes receivable		(115	)		(96	)		(4	)
Prepaid expenses and other		(3,453	)		(134	)		617
Accounts payable		10,122			(6,760	)		601
Income taxes payable		—			—			67
Accrued expenses		1,671			6,282			(1,960	)
Deferred income taxes		4,000			(5,222	)		(4,844	)
Total operating activities		23,568			13,497			869
Investing activities:
Proceeds from sale of equipment		100			74			45
Capital expenditures		(11,371	)		(15,116	)		(7,023	)
Proceeds from sale of discontinued operations		—			—			4,280
Proceeds from sale of investment in equity security		—			9,583			—
Acquisition of intangible and other assets		(10,487	)		(1,192	)		(862	)
Acquisition of businesses, net of cash acquired		(162,699	)		—			—
Total investing activities		(184,457	)		(6,651	)		(3,560	)
Financing activities:
Borrowings on notes payable		135,325			26,543			119,148
Repayment of notes payable		(15,713	)		(64,714	)		(114,079	)
Debt financing costs		(3,378	)		(833	)		(2,972	)
Principal payments on capital lease obligations		(2,351	)		(2,093	)		(700	)
Change in restricted cash		(46,608	)		585			1,261
Proceeds from issuance of TRM Inventory Funding Trust note payable, net of repayments		46,650			(836	)		(1,572	)
Net proceeds from sale of common stock		52,535			38,233			—
Proceeds from exercise of stock options and warrants		4,356			344			91
Redemption of Series A preferred stock		(4,681	)		—			—
Preferred stock dividends		(5,611	)		(367	)		—
Other		176			(87	)		(19	)
Total financing activities		160,700			(3,225	)		1,158
Effect of exchange rate changes		41			511			(89	)
Net increase (decrease) in cash and cash equivalents		(148	)		4,132			(1,622	)
Beginning cash and cash equivalents		5,724			5,576			9,708
Ending cash and cash equivalents, including $3,302 classified as assets held for sale at December 31, 2006	$	5,576		$	9,708		$	8,086
Supplemental cash flow information:
Non-cash transactions:
Assets acquired under capital lease obligation	$	827		$	—		$	—
Conversion of Series A preferred stock to common		3,545			11,620			—
Issuance of warrants in conjunction with debt modification		—			—			2,820
Payments:
Cash paid for interest		713			10,271			9,312
Cash paid for income taxes (net of refunds)		198			522			1

See accompanying notes to consolidated financial statements.

43

Notes to Consolidated Financial Statements

1.	Description of Business and Summary of Significant Accounting Policies
	Description of Business and Basis of Presentation

     TRM Corporation (“we” or “TRM”) delivers convenience services to consumers in retail environments. We currently deliver self-service cash delivery and account balance inquiry through ATM machines and photocopy services.

     As of December 2006 we offered our services in retail locations in the United States, the United Kingdom, Germany and Canada. We provide the equipment, maintenance, supplies and point of sale materials required for each of our installations, while the retailer oversees the daily operation of the equipment, provides the necessary floor space and shares in the revenue generated by our offerings.

     In June 2006 we sold our United Kingdom photocopy business. In January 2007 we sold our ATM businesses in the United Kingdom, Germany and Canada and our United States photocopy business. The results of the businesses we have sold are reflected as discontinued operations in our consolidated statement of operations. Our remaining businesses operate ATMs in the United States and photocopiers in Canada. During 2006 our United States ATM networks had an average of 12,378 transacting ATMs and our Canadian photocopy network had an average of 2,751 photocopiers.

     During the fourth quarter of 2004, we decided to discontinue efforts in the software development segment of our business. In December 2004, the last employee of this segment was terminated and we negotiated the termination of its office lease and accrued a related termination payment. Therefore, results of the software development segment have been reflected as discontinued operations in 2004.

     We incurred a net loss of $120.1 million in the year ended December 31, 2006. As a result of our financial performance for the three months ended September 30, 2006, we failed to meet certain financial covenants of our financing agreements with GSO Origination Funding Partners LP and other lenders. On November 20, 2006, we entered into amendments that restructured our loans and waived the failure to meet the loan covenants. Under the restructured loan agreements principal payments of $69.9 million were due in the first quarter of 2007. During January 2007 we sold our Canadian, United Kingdom and German ATM businesses and our United States photocopy business and used $98.5 million from the proceeds of those sales to make principal and interest payments under these loans, leaving a remaining balance of principal plus accrued interest of $2.0 million. We are uncertain whether our remaining operations can generate sufficient cash to comply with the covenants of our restructured loan agreements and to pay our obligations on an ongoing basis. Because there are cross-default provisions in TRM Inventory Funding Trust’s Loan and Servicing Agreement, if we fail to comply with the covenants of our restructured loan agreements and are declared to be in default by GSO Origination Funding Partners LP and other lenders, we may be declared in default of the provisions of the Loan and Servicing Agreement as well, and the lender may be able to demand payment. These factors, among others, may indicate that we may be unable to continue as a going concern for a reasonable period of time. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should we be unable to continue as a going concern. Our continuation as a going concern is contingent upon our ability to generate sufficient cash to pay our obligations on an ongoing basis.

     In connection with the sales of our ATM businesses in the United Kingdom, Germany and Canada, and our photocopy business in the United States in January 2007, we have made various representations and warranties and/or provided indemnities including those relating to taxation matters. Further, the sales prices may be subject to adjustment based on working capital amounts, the value of accounts receivable as of the closing of the sale or other factors which have not yet been agreed upon. The purchasers may make claims against us relating to the representations or warranties or provisions for adjustment of the sales prices, and those claims could be substantial. Because we used substantially all of the net proceeds from the business sales to reduce our debt, we might not have sufficient cash to pay such claims without additional financing.

     In November 2006 we announced the implementation of a corporate restructuring plan involving an initial reduction of then-existing controllable selling, general and administrative expenses of approximately 15%. Subsequent to that announcement, we have sold operations that accounted for approximately 58% of our net sales in 2006. In connection with our restructuring plan and the sales of a substantial part of our operations, we have reduced our number of employees from 364 as of December 31, 2006 to 91 as of March 31, 2007, and we anticipate additional staff reductions during the second quarter of 2007.

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     We expect to be able to refinance the outstanding balances under our financing agreement and have begun initial efforts to do so. However, we can provide no assurance that we will be able to do so. If we are unable to refinance our debt or to get our lenders to agree to any further forbearance from calling our loans, we might be forced to seek protection of the courts through reorganization, bankruptcy or insolvency proceedings.

     Principles of Consolidation

     The consolidated financial statements include the accounts of TRM, its subsidiaries and TRM Inventory Funding Trust (see Note 4). Our subsidiaries at December 31, 2006 included TRM Copy Centers (USA) Corporation, TRM (Canada) Corporation, TRM ATM Corporation, Access Cash International LLC, TRM ATM (U.K.) Limited, TRM ATM Deutschland GmbH, S-3 Corporation and Strategic Software Solutions Limited. We sold all of the outstanding shares of TRM Copy Centres (U.K.) Limited, our United Kingdom photocopier subsidiary, in June 2006. The results of that subsidiary’s operations are included in our consolidated financial statements only through the date of sale. Effective December 31, 2003, we adopted the provisions of FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” and, accordingly, consolidate the accounts of TRM Inventory Funding Trust in our consolidated financial statements.

     All significant intercompany transactions and accounts are eliminated. During 2006 we had subsidiaries operating in Canada, the United Kingdom and Germany, whose functional currencies are the Canadian dollar, British pound and Euro. Assets and liabilities of foreign operations are translated into United States dollars at current exchange rates. Revenue and expense accounts are translated into United States dollars at average rates of exchange prevailing during the periods. Adjustments resulting from translating foreign functional currency financial statements into United States dollars are recorded directly to a separate component of shareholders’ equity.

     Fair Value of Financial Instruments

     Financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate fair market value because of the short maturity of these instruments. Fair value approximates the carrying value of our borrowings under our variable-rate long-term debt, based upon interest rates available for the same or similar instruments.

     Cash and Cash Equivalents

     We consider all highly liquid investments with original maturity dates of three months or less to be cash equivalents.

     Restricted Cash

     Cash owned by TRM Inventory Funding Trust and held in our United States ATM network is considered to be restricted cash because the cash is only available for use in our ATM network and is not otherwise available for our use. However, as described in Note 4, because of a potential default under the Loan and Servicing Agreement, the Trust’s debt is classified as a current liability and the Trust’s cash is classified as a current asset in our consolidated balance sheet.

     Revenue Recognition and Accounts Receivable

     A portion or all, depending upon the arrangement with the retail business, of each ATM surcharge and each copy sale is retained by the retail business. We receive daily reports of ATM transactions electronically from our ATM network processors. On a monthly basis, the ATM transaction data is used to calculate the retailer’s applicable discount, which is generally dependent upon transaction volumes, and we generally remit the discount directly to the retailer’s bank account through electronic funds transfer. We recognize ATM revenue based on the actual monthly transactions reported by the ATM processing network. We invoice each photocopy retailer monthly based on usage at the program price less the applicable discount (the amount retained by the retailer). Total sales activity and discount amounts are reported separately in the consolidated statements of operations to arrive at net sales.

     Accounts receivable are shown net of allowance for doubtful accounts of $1.7 million and $468,000 at December 31, 2005 and 2006, respectively.

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     Inventories

     Inventories are stated at the lower of standard cost (which approximates first-in, first-out cost) or market.

     Long-Lived Assets

     We account for long-lived assets, primarily equipment and amortizable intangible assets, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires us to review the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever events or changes in circumstances indicate that our merchant contracts or equipment may be impaired, we evaluate the recoverability of the asset by measuring the related carrying amounts against the associated estimated undiscounted future cash flows. Should the sum of the expected future net cash flows be less than the carrying values of the tangible or intangible assets being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying values of the tangible or intangible assets exceeded the calculated fair value.

     Equipment

     Konica model 2223 and 2230 photocopy machines are depreciated using the units-of-production method with an estimated useful life of 500,000 copy transactions per photocopy machine with no provision for salvage value. A minimum depreciation charge of 4.9% of the Konica model 2230 and 9.8% of the model 2223 photocopier cost is taken annually. We believe the units-of-production method provides proper matching of revenues and expenses because revenue is based on copy volume for photocopiers, which varies by machine depending upon market conditions, customer location and time of year. Under this method, photocopy equipment is stated at cost, including the related costs to prepare and install such equipment at customer locations, less accumulated depreciation, and is depreciated beginning in the first month the equipment produces revenue generating transactions. Annually, we review the minimum standards that have been established for the units of production depreciation method of our Konica copier estate. The review is to ensure that the remaining useful life of the Konica copier estate equals or exceeds the remaining depreciable life of the copiers. In January 2005 we updated our estimates relative to depreciation, and we increased the minimum number of copies over which each Konica model 2230 and 2223 copier is to be depreciated to 24,600 copies per year from 12,500. In October 2005 we again revised our estimates and increased the minimum number of copies over which each of the Konica model 2223 copiers is to be depreciated to 49,200 copies per year. We did not make any further changes to the minimum number of copies in 2006.

     Equipment is recorded at cost plus amounts required to place equipment in service. Depreciation begins when the asset is placed in service. ATMs, furniture and fixtures, computer equipment, and vehicles are generally depreciated using the straight-line method over the estimated remaining useful lives of the related assets. Photocopiers from manufacturers other than Konica are depreciated using the straight-line method. Estimated useful lives are as follows:

Konica analog photocopiers	500,000 photocopies per machine
Non-Konica analog photocopiers	10 years
Toshiba digital photocopiers	8 years
ATMs	3-10 years
Oracle ERP system	7 years
Computer equipment	2-5 years
Furniture and fixtures	5-7 years
Vehicles	5 years

     Goodwill

     As of December 31, 2006, we have goodwill with a carrying amount of $16.7 million. In accordance with SFAS 142, “Goodwill and Other Intangible Assets,” we test goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. The impairment test consists of a comparison of the fair value of the reporting unit with its carrying amount. An impairment loss is recognized for the difference between the carrying value of the goodwill and its computed fair value.

     Investment in marketable equity securities

     Our investment in a marketable equity security was classified as available-for-sale and was reported in other assets as of December 31, 2004 at a fair value of $8.3 million. Unrealized gains and losses were excluded from earnings and reported in other comprehensive income (loss). During 2005 we sold this security for $9.6 million and realized a gain of $1.3 million.

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     Other expense (income), net

     Other expense (income), net for 2005 includes a $1.3 million gain on the sale of marketable equity securities, a $700,000 settlement from our directors’ and officers’ liability insurer and $197,000 of interest income. These amounts were partially offset by $233,000 in foreign exchange losses.

     Income Taxes

     We account for income taxes utilizing the asset and liability method. Under the asset and liability method, we determine deferred tax assets and liabilities based on differences between the financial reporting and income tax bases of assets and liabilities, and measure them by applying enacted tax rates and laws to the taxable years in which such differences are expected to reverse.

     Stock-Based Compensation

     Prior to 2006 we applied Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and the related interpretations in accounting for stock-based compensation plans. Accordingly, we recognized no compensation expense for our stock-based compensation plans in the accompanying consolidated statements of operations for 2004 and 2005.

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment,” an amendment of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS 123R eliminates the ability to account for share-based payments using APB No. 25, and instead requires companies to recognize compensation expense using a fair-value based method for costs related to share-based payments, including stock options and employee stock purchase plans. The expense is measured as the fair value of the award at its grant date based on the estimated number of awards that are expected to vest, and recorded over the applicable service period. In the absence of an observable market price for a share-based award, the fair value is based upon a valuation methodology that takes into consideration various factors, including the exercise price of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price, the expected dividends on the underlying shares and the risk-free interest rate. The requirements of SFAS 123R became effective for our first quarter beginning January 1, 2006 and apply to all awards granted, modified or cancelled after that date, and to the portion of previously granted awards that had not vested by the adoption date. We have adopted SFAS 123R effective January 1, 2006 on a prospective basis using the modified prospective transition method. SFAS 123R requires that stock-based compensation expense be based on awards that are ultimately expected to vest. We have recognized compensation expense based on the estimated grant date fair value method using the Black-Scholes valuation model. Because the majority of our previously granted stock options had vested prior to the end of 2005 and only 65,000 options were issued during 2006, the effect of adopting SFAS 123R on our results of operations, loss per share and cash flow for 2006 was not material.

     The following table illustrates the effect on net income (loss) and earnings per share as if we had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” during 2004 and 2005 (in thousands, except per share data):

	2004			2005
Net income (loss), as reported	$	7,928		$	(8,871	)
Deduct total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect		(1,157	)		(1,484	)
Pro forma net income (loss)	$	6,771		$	(10,355	)
Basic and diluted net income (loss) per share:
As reported	$	.61		$	(.62	)
Pro forma		.50			(.72	)

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          Net Income (Loss) Per Share

          In March 2004, the Financial Accounting Standards Board (“FASB”) approved Emerging Issues Task Force (“EITF”) Issue No. 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings Per Share.” EITF 03-6 requires the use of the two-class method for the computation of basic earnings per share for companies that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. EITF 03-6 became effective for reporting periods beginning after March 31, 2004. Our Series A preferred stock qualified as a participating security under EITF 03-6.

          Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if convertible preferred shares outstanding at the beginning of each year were converted at those dates with related interest, preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options and warrants for which the market price exceeds exercise price, less shares which we could have purchased with related proceeds. All outstanding options, warrants and outstanding shares of preferred stock were excluded from the calculation of diluted earnings per share for 2004, 2005 and 2006 because their inclusion would have been antidilutive.

          Use of Estimates

     The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, sales, costs and expenses, and the disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to impairments, depreciation, intangible assets, accounts receivable, inventories, and income taxes. We base our estimates and judgments on historical experience and on various assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

          New Accounting Standards

          In June 2006, the FASB issued FASB Interpretation No. 48, or FIN 48 “Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation is effective for us beginning in 2007. We anticipate no material impact on our results of operations, financial position or cash flows as a result of adopting this interpretation.

          In September 2006, the FASB issued SFAS 157 “Fair Value Measurements.” SFAS 157 establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements. The statement is effective for us beginning in 2008. We anticipate no material impact on our results of operations, financial position or cash flows as a result of adopting this statement.

          In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” which allows companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, this statement will have on our financial statements.

          In September 2006, the SEC issued Staff Accounting Bulletin No. 108, or SAB 108. SAB 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether those misstatements are material to a company’s financial statements. The provisions of SAB 108

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are effective for fiscal years ending on or after November 15, 2006. Our adoption of the provisions of SAB 108 did not have any material impact on our results of operations, financial position or cash flows.

          Financial Statement Reclassifications

          Certain financial statement reclassifications have been made to prior year amounts to conform to the current year presentation. These changes had no impact on total assets, total liabilities, shareholders’ equity or net income (loss). As discussed in note 13 we have reclassified the results of operations of our United Kingdom and United States photocopier operations and our Canadian, United Kingdom and German ATM operations to discontinued operations for all periods presented. In our consolidated statements of cash flows for 2004 and 2005, to be consistent with our presentation for 2006, we have combined borrowings on our line of credit with borrowings on term notes and repayment of our line of credit with repayment of term notes.

2. Inventories (in thousands)

	December 31,
	2005		2006
Parts	$	1,239	$	597
ATM machines held for sale		654		69
Paper, toner and developer		37		8
	$	1,930	$	674

3. Equipment

          Equipment (in thousands):

	December 31,
	2005			2006
Konica analog photocopiers	$	50,120		$	5,888
Non-Konica analog photocopiers		9,233			883
Toshiba digital photocopiers		5,314			—
ATMs		49,547			11,267
Furniture and fixtures		2,767			1,302
Computer equipment		7,994			7,116
Vehicles		200			5
		125,175			26,461
Accumulated depreciation and amortization		(53,466	)		(14,815	)
	$	71,709		$	11,646

Depreciation of equipment included in continuing operations for 2004, 2005 and 2006 was $2,035,000, $3,023,000, and $3,569,000, respectively. See Note 16 regarding impairment of equipment in our United States and Canadian photocopier operations.

4. Vault Cash

          On March 14, 2000, a Deposit Trust Agreement (“Agreement”) was entered into between GSS Holdings, Inc. as Depositor, Wilmington Trust Company as Owner Trustee, and TRM ATM Corporation (“Servicer”) as Administrator. By virtue of the Agreement, TRM Inventory Funding Trust (the “Trust”) was created. Neither Servicer, TRM nor any affiliates have any ownership interest in the Trust. Any risk with regard to the Trust or the ability of the Trust to repay the Trust’s debt resides with the Trust and with GSS Holdings as the Depositor (equity investor in the amount of $15,000 as of December 31, 2006), and with Autobahn Funding Company LLC (“Lender” and equity investor in the amount of $1,485,000 as of December 31, 2006), rather than with Servicer, which merely serves as an administrator and servicer of the Trust. Autobahn Funding Company LLC is related to DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main (“DZ Bank”) and is independent of the Servicer and us. The purpose of the Trust is to provide cash to be placed in our United States ATM machines (“vault cash”), by accessing commercial paper markets.

          The Trust borrows from and makes repayments to the Lender and makes other payments pursuant to a Loan and Servicing Agreement, and engages the Servicer and other agents and contractors from time to time to perform all duties assigned under the Loan and Servicing Agreement. Borrowings from the Lender are collateralized by the assets of the Trust, principally the vault cash. The Lender issues asset-backed commercial paper notes to fund the loans to the Trust. Interest on the Trust’s borrowings from the Lender, which are evidenced by a note, is at a rate equal to

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1.75% plus the interest rate of the commercial paper notes that the Lender issues to fund the loans to the Trust. The Trust also pays to the Lender an amount equal to the Lender’s equity investment in the Trust times 1.75% plus the yield rate of the commercial paper notes outstanding. The Loan and Servicing Agreement contains covenants applicable to us, including a minimum tangible net worth requirement. We entered into an amendment to that agreement effective September 30, 2006, which reset the minimum net worth covenant to $15 million. In January 2007 we entered into a further amendment which, among other changes, extended the facility for five years and reduced the facility size to $100 million. A liquidity agreement with DZ Bank ensures that the Trust continues to have funds available for the term of the agreement.

          When the vault cash is placed in the ATM, the Trust has a security interest in all of the fees and charges earned or received in connection with all revenue generating transactions initiated at the ATMs. The cash at all times remains the property of the Trust, and the Trust is ultimately obligated to repay the Lender. We maintain letters of credit totaling $3,800,000 at December 31, 2006 to guarantee the performance of the Servicer. Subcontractors maintain insurance on behalf of the Trust to ensure the cash is safe while stored at correspondent banks, and during delivery to ATM machines and to the vault or bank storage facilities.

          Because we are the primary beneficiary of the Trust, the accounts of the Trust have been included in our consolidated financial statements. The Trust’s vault cash, amounting to $73,701,000 at December 31, 2006 ($74,962,000 at December 31, 2005) is reported as restricted cash in the accompanying consolidated balance sheet, and the balance of the Trust’s note payable to the Lender, which totaled $71,697,000 at December 31, 2006 ($73,269,000 at December 31, 2005), is reported as a liability. The Loan and Servicing Agreement matures in 2012. However, as discussed further in Notes 1 and 8 we are uncertain whether we can comply with all of the terms of our primary financing agreement. Since the lender has asserted that there are cross-default provisions in TRM Inventory Funding Trust’s Loan and Servicing Agreement, if we fail to comply with the terms of our financing agreement we may be in default of the provisions of the Loan and Servicing Agreement as well, and the lender may be able to demand payment. Therefore, the Trust’s debt is classified as a current liability and the vault cash is classified as a current asset.

          The expenses of the Trust, which are primarily interest and fees related to the Trust’s borrowings and bank charges, were $1,720,000 in 2004, $5,830,000 in 2005, and $6,711,000 in 2006 and are included in cost of sales in our consolidated statements of operations.

          The Lender issues commercial paper notes with maturities of not more than 270 days. At December 31, 2006, the outstanding commercial paper had maturities ranging from 5 to 47 days. Interest rates on the outstanding commercial paper notes ranged from 2.3% to 4.4% during 2005 and from 4.3% to 5.4% during 2006.

     Selected information on the Trust’s borrowings for the years ended December 31, 2005 and 2006 is as follows:

	2005			2006
Maximum amount outstanding at any month end	$100.0 million			$89.5 million
Average outstanding during the year	$  83.8 million			$79.3 million
Weighted average interest rate at year end		6.09	%		7.14	%
Weighted average interest rate during the year		5.10	%		6.81	%

          Before its sale in January 2007, our United Kingdom ATM business obtained vault cash under an agreement with a local bank. Vault cash obtained under the program remained the property of the bank.

          Before its sale in January 2007, our Canadian ATM business obtained vault cash under an agreement with an armored car carrier that has a corresponding agreement with a local bank. As in our United Kingdom vault cash arrangement, the vault cash obtained under the Canadian program remained the property of the bank.

5. Business Acquisitions

          During 2004, our ATM segments acquired three ATM businesses and an additional portfolio of 350 ATM contracts.

          In a cash transaction effective March 31, 2004, our United Kingdom ATM subsidiary acquired all of the outstanding shares of Inkas Financial Corp. Ltd. (“Inkas”), an independent ATM company, for £3,783,000 (approximately $6.0 million). The acquisition was accounted for as a purchase. The results of operations of Inkas are included as part of discontinued operations in our consolidated results of operations starting in the second quarter of 2004.

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          The purchase price was allocated as follows (in thousands):

Cash	$	100
Accounts receivable		211
Inventories		239
Prepaid expenses		18
Equipment		322
Intangible asset — contract rights		6,943
Goodwill		2,001
Other assets		104
Current liabilities		(1,126	)
Deferred tax liability		(2,001	)
Total	$	6,811

          Contract rights acquired were being amortized over their estimated useful lives of ten years.

          In June 2004 our Canadian ATM business acquired all of the outstanding shares of Mighty Cash Financial Services, Inc. (“Mighty Cash”), a Canadian corporation with a network of 72 ATM locations comprised primarily of ATMs owned by merchants who signed contracts with Mighty Cash to provide processing and management services. The purchase price of approximately $604,000 was paid in cash and deferred payments and allocated primarily to contract rights. The results of operations of Mighty Cash are included as part of discontinued operations in our consolidated results of operations starting in the second quarter of 2004.

          On November 19, 2004, we acquired substantially all of the assets constituting eFunds Corporation’s business of operating ATMs in the United States and Canada for cash. This acquisition included approximately 15,700 ATM contracts, significantly increasing our ATM portfolios in both the United States and Canada. The purchase price was $150 million (of which $120 million was funded by a term loan) plus direct acquisition costs plus vault cash of $47.2 million.

          In connection with the purchase agreement we also entered into a five-year agreement pursuant to which eFunds is to provide ongoing services to us. The agreement requires us to purchase services aggregating at least $5 million per year from eFunds.

          The results of operations of the former eFunds ATM business are included in our consolidated results of operations starting in November 2004. The results of the Canadian operations are included in discontinued operations.

          The purchase price was allocated as follows (in thousands):

Accounts receivable	$	3,560
Inventory		895
Prepaid expenses		16
Equipment		5,024
Restricted cash		47,160
Intangible assets:
Contract rights		32,700
Services agreement		2,700
Noncompete agreement		2,000
Goodwill		116,217
Accounts payable		(6,870	)
Accrued liabilities		(734	)
Total	$	202,668

          The contract rights, services agreement and noncompete agreement are being amortized to selling, general and administrative expense over estimated useful lives of ten, seven and five years, respectively. Contract rights are amortized on an accelerated basis intended to reflect the cash flow patterns and duration used in estimating the value of the acquired contracts. The services and noncompete agreements are amortized on a straight-line basis. We expected the acquisition to enhance our presence in the marketplace by significantly increasing our market share, enhancing the geographical distribution of our operations, and enabling us to increase our productivity. These factors contributed to establishing the purchase price, which resulted in the recognition of a significant amount of goodwill. All of the goodwill, other than approximately $3.7 million (25% of the goodwill allocated to the Canadian operations), is

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expected to be deductible for income tax purposes. Goodwill is not subject to amortization for financial reporting purposes. All of the intangible assets acquired are reviewed for impairment at least annually. See Note 16 regarding impairment charges in 2006.

          The following table reflects the unaudited pro forma combined results of TRM, Inkas, Mighty Cash and eFunds’ ATM business for 2004 as if the acquisitions had taken place at the beginning 2004. The unaudited results of eFunds’ ATM business included in the pro forma information below for the period January 1 — November 19, 2004 has been derived from financial statements of this business for the nine months ended September 30, 2004. The pro forma information includes adjustments for the amortization of the contract rights, decreased interest income and the tax effect of these adjustments. The pro forma information does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined companies.

	2004
	Unaudited
Net sales (in thousands)	$	61,791
Net income (in thousands)		2,017
Basic and diluted net income per share		.06

          On July 8, 2004, we acquired a portfolio of approximately 350 ATM contracts in the United Kingdom. These contracts were for merchant-filled ATMs. The purchase price of £1.9 million (approximately $3.5 million) was paid in cash and allocated primarily to contract rights.

6. Goodwill and Intangible Assets

          Goodwill:

          Activity in our goodwill accounts during 2005 and 2006 by segment was as follows (in thousands):

				United						United
				States			Canada			Kingdom
	ATM			ATM			ATM			ATM			Total
Balance December 31, 2004	$	118,444											$	118,444
Effect of exchange rate changes		431												431
Balance December 31, 2005		118,875												118,875
Effect of exchange rate changes		834												834
Reallocation of goodwill(see Note 15)		(119,709	)	$	37,140		$	9,513		$	73,056			—
Impairment (see Note 16)					(20,392	)		(5,835	)		(17,516	)		(43,743	)
Effect of exchange rate changes								(309	)		97			(212	)
Reclassification to assets held for sale (see Note 13)								(3,369	)		(55,637	)		(59,006	)
Balance December 31, 2006	$	—		$	16,748		$	—		$	—		$	16,748

          Intangible assets (in thousands):

	December 31, 2005							December 31, 2006
	Gross							Gross
	carrying		Accumulated					carrying		Accumulated
	amount		amortization			Net		amount		amortization			Net
Subject to amortization:
Acquired contracts	$	44,717	$	(8,871	)	$	35,846	$	1,093	$	(696	)	$	397
Other		9,917		(2,792	)		7,125		1,579		(1,465	)		114
		54,634		(11,663	)		42,971		2,672		(2,161	)		511
Not subject to amortization		73		—			73		74		—			74
	$	54,707	$	(11,663	)	$	43,044	$	2,746	$	(2,161	)	$	585

          Amortization of intangible and other assets, which is included in selling, general and administrative expense in continuing operations, was $1,231,000, $6,504,000 and $4,322,000 for 2004, 2005 and 2006, respectively. Estimated amortization expense for the next five years for intangible and other assets held at December 31, 2006 is: 2007 — $379,000; 2008 — $257,000; 2009 — $249,000; 2010 - $247,000; and 2011 — $84,000.

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7. Accrued Expenses (in thousands)

	December 31,
	2005		2006
Accrued payroll expenses	$	2,272	$	1,613
Interest payable		220		883
ATM maintenance and other expenses		1,711		973
Abandoned acquisition costs		3,827		—
Other accrued expenses		6,910		5,275
	$	14,940	$	8,744

8. Term Loans and Line of Credit (in thousands):

	December 31,		December 31,
	2005		2006
Term loans	$	82,182	$	92,808
Lines of credit		9,394		6,510
Other		29		—
Total	$	91,605	$	99,318

          The weighted average interest rate on the term loans as of December 31, 2006 was 13.52%, and the interest rate on borrowings under the line of credit was 14.25%. As of December 31, 2005, the weighted average interest rate on the term loan was 8.39%, and the weighted average interest rate on borrowings under our domestic and foreign lines of credit was 8.2%.

          In June 2006, we established a credit facility which we used to refinance our then-existing term loan and lines of credit. In connection with the repayment of our term loan and lines of credit, we recorded a loss on early extinguishment of debt of $3.5 million of which $372,000 is included in discontinued operations. This loss resulted from writing off costs of $2.6 million we had deferred in conjunction with that debt and payment of a prepayment penalty of $860,000 to our former lenders. The new facility consisted of three related agreements:

• a $45.5 million credit agreement (the “First Lien Credit Agreement”) with GSO Origination Funding Partners LP (the “GSO Fund”), certain other lenders and Wells Fargo Foothill, Inc., serving as administrative agent, revolving lender, swing line lender and letter of credit issuer (“WFF”);

• a $40 million second lien loan agreement with the GSO Fund, certain other lenders and WFF (the “Second Loan Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements”); and

• a £12.9 million (approximately $25.5 million based on exchange rates as of December 31, 2006) facility agreement between our wholly-owned subsidiary, TRM (ATM) Limited (“TRM (ATM) Ltd.”) and GSO Luxembourg Onshore Funding SarL (“GSO Lux”) as the original lender, facility agent and security agent (the “UK Facility Agreement”).

          The First Lien Credit Agreement consisted of a $30.5 million term loan facility and $15 million of revolving commitments. There was a letter of credit sublimit of $6.0 million under the revolving loan commitment. The Second Loan Agreement consisted of a $40 million term loan.

          Outstanding balances under the three agreements as of December 31, 2006 were as follows (in thousands):

First Lien Credit Agreement including $6,510 borrowing on line of credit	$	32,762
Second Loan Agreement		40,908
UK Facility Agreement		25,648
	$	99,318

          Prior to the restructuring discussed below, under the First Lien Credit Agreement, both the revolving loans and the term loan bore interest at the London Interbank Offered Rate (“LIBOR”) plus 4.0% while, under the Second Loan Agreement, the term loan bore interest at LIBOR plus 7.0%. Interest on all loans was payable quarterly. Under the First Lien Credit Agreement, we were required to pay quarterly installments of principal of $65,000, with the remaining unpaid principal due at maturity. Under the Second Loan Agreement, we were required to pay the entire

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principal balance at maturity. The revolving and term loans under the First Lien Credit Agreement were scheduled to mature on June 6, 2011. The term loan under the Second Loan Agreement was scheduled to mature on June 6, 2012.

          The Credit Agreements contain affirmative and negative covenants that restricted our activities and those of our subsidiaries, including, among other things, restrictions on debt, liens, investments, dispositions and dividends. The Credit Agreements also contain mandatory prepayment events and events of default relating to customary matters, including payment and covenant defaults, cross defaults relating to other indebtedness, insolvency, loss of access to cash to service at least 80% of our ATM machines at the present level and loss of material contracts. Upon a default, WFF could, at the request of, or may, with the consent of the required lenders, accelerate the maturity of the loans and/or exercise remedies available to it and the lenders. Under the First Lien Credit Agreement, WFF could also terminate both the commitment of each lender to make loans under the revolving loan portion of the facility and WFF’s obligation to issue letters of credit, and could require us and the other borrowers to provide cash collateral as security for any outstanding letters of credit.

          The UK Facility Agreement consisted of a £12.9 million term loan. Prior to restructuring, discussed below, the loan bore interest at LIBOR plus 4.0% plus an amount intended to compensate GSO Lux for reserve requirements at the Bank of England or the European Central Bank with respect to the loan. The UK Facility Agreement contained affirmative and negative undertakings that restricted TRM (ATM) Ltd.’s activities, including, among other things, restrictions on debt, liens, investments, dispositions and dividends. The UK Facility Agreement also contained mandatory prepayment events and events of default relating to customary matters, including non-payment, cross defaults relating to other indebtedness and insolvency. Upon a default, GSO Lux could accelerate the maturity of the loan.

          Affirmative covenants in the syndicated loan agreements included requirements to: achieve certain levels of earnings before interest, taxes, depreciation, amortization and certain other non cash expenses (“EBITDA”); maintain certain financial ratios related to funded debt, total debt and fixed charge coverage to earnings before taxes, depreciation, amortization and non cash expenses; and limit capital expenditures.

          As of September 30, 2006, our financial performance caused us to not be in compliance with three of the covenants in the Credit Agreements and the UK Facility Agreement: the minimum amount of consolidated EBITDA (annualized), the consolidated leverage ratio and the consolidated fixed charge coverage ratio. Our lenders had the right to seek to accelerate the loan under the operative loan documents, but they did not do so or exercise other remedies. Instead, on November 20, 2006, we entered into agreements under which they waived our defaults and agreed with us to restructure our loans. As restructured, the interest rate on the revolving line of credit under the First Lien Credit Agreement increased to LIBOR plus 6% (which is equal to the rate that would have applied under the First Lien Credit Agreement had the lenders declared a default); the interest rate under the UK Facility Agreement increased to LIBOR plus 6% (which is equal to the rate under the UK Facility Agreement that would have applied under a default). The increased interest cost is deferred and added to principal. In addition, the Second Loan Agreement has been bifurcated to create a $15 million term loan (Term Loan A) with interest at LIBOR plus 9% and a $25 million term loan (Term Loan B) with interest at LIBOR plus 12%. Payment of the 2% increase in the interest on Term Loan A and all of the interest on Term Loan B is deferred and added to principal. The maturity dates of the loans under the First Lien Credit Agreement, Term Loan A and the loan under the UK Facility Agreement were changed to February 28, 2007. Term Loan B matures June 6, 2012. In addition, a payment of $10 million against the term loan under the First Lien Credit Agreement was due January 31, 2007. The financial covenants have been modified to require achievement of certain levels of earnings before interest, taxes, depreciation and amortization and certain other non cash expenses(“adjusted EBITDA”), adjusted monthly, and to limit capital expenditures. As of December 31, 2006, we were not in compliance with either of these covenants. On May 15, 2007, we received a waiver of the violations of our adjusted EBITDA covenant for the months ended December 31, 2006, January 31, 2007, February 28, 2007 and March 31, 2007. Our lenders have not taken any action with regard to our violation of the capital expenditure limits. We also granted warrants to the holders of Term Loan B to purchase 3.1 million shares of our common stock at a price equal to a 5% premium above the weighted average price of our common stock for the seven trading days following November 20, 2006. Based on that formula, the exercise price of the warrants was set at $1.3638 per share. The warrants are exercisable for a period of seven years following November 20, 2006. We have agreed to file a registration statement with the SEC covering the resale of the shares issuable upon the exercise of the warrants and to use our best efforts to have the registration statement declared effective by the SEC no later than May 18, 2007. However, because we filed our Annual Report of Form 10-K for 2006 late and have not yet filed our Quarterly Report on Form 10-Q for the first quarter of 2007, we have not yet been able to file the registration statement. Because the present value of the cash flows under the terms of the revised debt instruments were less than 10% different than the present value of the remaining cash flows under the terms of the original instruments, we accounted for the restructuring of our loans as a modification of the previously outstanding debt. Accordingly, we charged to expense the legal fees we incurred and recorded the fair value of the warrants and loan fees as deferred financing costs.

          We estimated the total fair value of the warrants issued to the holders of Term Loan B to be $2.8 million using the Black-Scholes valuation model. We have recorded the fair value of the warrants and $1.0 million of loan

54

fees incurred from our lenders in connection with the restructuring of our loans in November 2006 as additional deferred financing costs. These costs, together with $2.8 million of previously unamortized deferred financing costs associated with the credit facility established in June 2006, aggregate $6.6 million, which we are amortizing over the remaining terms of the related loans. Since most of the balance of the related debt is due in January and February 2007, the majority of the deferred financing costs are scheduled to be amortized over the period from November 20, 2006 through February 28, 2007, and $1.3 million of that cost has been amortized in expenses of discontinued operations from November 20, 2006 through December 31, 2006. In connection with the early payment of most of our debt in January 2007, substantially all of the remaining unamortized deferred financing costs will be charged to expense in the first quarter of 2007.

          The borrowings pursuant to the Credit Agreements and the UK Facility Agreement are collateralized by substantially all of our assets and the assets of our subsidiaries, and by a pledge of the stock of our United States subsidiaries and 65% of the stock of our foreign subsidiaries.

          Because we are uncertain whether we can comply with all of the terms of the restructured loans, the entire balance of the loans has been classified as a current liability on our balance sheet.

          As discussed further in Note 13, during January 2007 we sold our Canadian and United Kingdom ATM businesses and our United States photocopy business and used $98.5 million from the proceeds of those sales to make principal and interest payments under our financing agreements with GSO Origination Funding Partners and other lenders. These payments repaid all of our liability under the First Lien Credit Agreement, the UK Facility Agreement and Term Loan A and $24.1 million of Term Loan B. Following these payments we have a remaining balance of principal and accrued interest of $2.0 million on Term Loan B.

          As of September 30, 2006 we entered into an amendment to our United States vault cash agreement to reset the minimum net worth covenant to $15 million. In January 2007 we entered into a further amendment which, among other changes, extended the facility for five years and reduced the facility size to $100 million. Because there are cross-default provisions in TRM Inventory Funding Trust’s Loan and Servicing Agreement, if we fail to comply with the covenants of our restructured loan agreements and are declared to be in default by GSO Origination Funding Partners LP and other lenders, we may be declared in default of the provisions of the Loan and Servicing Agreement as well, and the lender may be able to demand payment. Therefore, the Trust’s debt is classified as a current liability and the vault cash is classified as a current asset on our consolidated balance sheet.

9. Income Taxes

          Income (loss) from continuing operations before income taxes is as follows (in thousands):

	2004			2005			2006
United States	$	(3,335	)	$	(4,608	)	$	(54,934	)
Foreign		(723	)		(5,985	)		(6,770	)
	$	(4,058	)	$	(10,593	)	$	(61,704	)

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          The components of income tax expense (benefit) are as follows (in thousands):

	2004		2005			2006
Current:
Federal	$	—	$	—		$	—
State		10		74			59
Foreign		—		11			21
Deferred:
Federal		2,290		(2,544	)		(4,248	)
State		265		(274	)		(163	)
Foreign		1,210		(2,169	)		(286	)
	$	3,775	$	(4,902	)	$	(4,617	)

          Income tax expense (benefit) has been allocated as follows (in thousands):

	2004			2005			2006
Continuing operations	$	(1,855	)	$	(4,493	)	$	(5,194	)
Discontinued operations		5,630			(409	)		577
	$	3,775		$	(4,902	)	$	(4,617	)

          Deferred tax assets (liabilities) are comprised of the following components (in thousands):

	December 31,
	2005			2006
Current:
Accrued liabilities	$	257		$	(93	)
Accounts receivable allowance		615			171
Unrealized exchange gains		164			47
Valuation allowance		—			(125	)
	$	1,036		$	—
Noncurrent:
Net operating losses	$	10,904		$	17,619
Losses of foreign subsidiaries		—			2,288
Capital loss carryforward		788			525
Accrued intercompany interest		831			—
Depreciation and amortization:
Equipment		(11,378	)		(1,519	)
Goodwill		(3,033	)		7,862
Intangible assets		(748	)		10,735
Other		53			14
Valuation allowance		(1,216	)		(37,524	)
	$	(3,799	)	$	—

          The valuation allowance at December 31, 2005 is related to the United States capital loss and Canadian net operating loss carryfowards. Our United Kingdom subsidiaries’ non-current deferred taxes at December 31, 2005 netted to an asset of $1,631,000, while the non-current deferred taxes of our United States and Canadian companies netted to liabilities of $5,000,000 and $430,000, respectively. Because the non-current assets and liabilities for 2005 arose in different jurisdictions, they are shown separately on our balance sheet.

          We have established a valuation allowance to reduce our deferred tax assets to the amount that we believe we will realize. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, during 2006 we determined that we may not realize all or part of our net deferred tax assets in the future, and, accordingly, we recorded a full valuation allowance against our net deferred tax assets. If we determine that we will realize deferred tax assets in the future, we will increase income in the period in which we make the determination.

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          The effective tax rate for income (loss) from continuing operations differs from the federal statutory tax rate as follows:

	2004			2005			2006
Statutory federal rate		34.0	%		34.0	%		34.0	%
State taxes, net of federal benefit		4.0			4.4			7.1
Tax rate differential on foreign earnings		(2.0	)		.9			(0.2	)
Losses of foreign subsidiaries		—			—			4.2
Nondeductible expenses		(1.4	)		(5.4	)		(2.9	)
Deferred tax asset valuation allowance		8.5			.2			(32.3	)
United Kingdom interest settlement		—			8.5			—
Other		2.6			(0.2	)		(1.5	)
		45.7	%		42.4	%		8.4	%

          Non-deductible expenses primarily consist of 50% of meals and entertainment that are not deductible for United States and foreign tax purposes and certain intercompany interest amounts.

          As of December 31, 2006, we have net operating loss carryforwards of $40.3 million available to offset future taxable income for United States federal income tax purposes which expire in the years 2020 through 2026. The tax benefit of net operating losses of approximately $113,000, relating to the benefit of options exercised, when and if realized, will be credited directly to common stock. Utilization of our United States net operating loss carryforwards may be subject to certain limitations in the event of a change in control of the Company. As of December 31, 2006, our United Kingdom subsidiaries have net operating loss carryforwards available to offset future taxable income of $4.2 million in the United Kingdom that do not expire.

          As of December 31, 2006, our Canadian subsidiary has net operating loss carryforwards of $5.0 million available to offset future taxable income in Canada which expire in the years 2009 through 2016.

10. Shareholders’ Equity

          Preferred Stock

          On June 24, 1998, we issued and sold 1,777,778 Series A Preferred Shares and warrants to purchase 500,000 shares of common stock for net proceeds of approximately $19.8 million. Each share of preferred stock had one vote, and voted together with the common stock as a single class on all matters. Dividends on the Series A Preferred Shares were cumulative from the date of original issuance and were payable quarterly at the rate of 7-1/2% per annum. We did not pay preferred dividends for 2001, 2002 or for the first two quarters of 2003. Pursuant to waivers from our primary lender, beginning in the third quarter of 2003, we paid the preferred dividends quarterly, and in 2004 we paid all previously deferred preferred dividends.

          Each share of Series A Preferred stock was convertible at any time at the option of the holder into 0.7499997 of a share of common stock. In addition, each share of preferred stock was to be automatically converted into 0.7499997 shares of common stock if the price of common stock was at least $20.00 for a period of 90 consecutive days. On March 5, 2005, this condition was satisfied. As a result, as of that date, each share of our Series A preferred stock was converted into 0.7499997 of a share of our common stock, leaving no Series A preferred stock remaining issued and outstanding.

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          Repurchase of Common Stock

          In the fourth quarter of 2005 we announced that our Board of Directors had authorized the repurchase of shares of our common stock for up to $20.0 million. No shares were repurchased in 2005 or 2006. Any such repurchases would require approval from our lenders. This repurchase program replaced a program approved in 1997.

          Issuance of Common Stock

          During 2004, we completed an underwritten public offering of 5,175,000 shares of common stock at approximately $11.00 per share less offering costs and underwriting discounts, providing net proceeds of $52.5 million.

          During the fourth quarter of 2005, we entered into a Share Purchase Agreement under which we sold 2,778,000 unregistered shares of common stock for $14.54 per share. The sales proceeds, net of placement agent fees and other costs, were $38.2 million. We filed a resale registration statement with respect to shares issued in the transaction. The registration statement was declared effective on December 29, 2005.

          Common Stock Warrants

          On June 24, 1998, we granted warrants to the purchasers of the Series A Preferred Stock which allowed the purchase of 500,000 shares of common stock at $15.00 per share. Warrants representing 200,000 shares expired on June 24, 2001. Warrants to purchase 54,000 shares were exercised during the first half of 2005, and the remaining warrants expired June 24, 2005.

          On November 20, 2006, we granted to the holders of our Term B loan warrants to purchase 3,072,074 shares of common stock at $1.3638 per share. These warrants expire in November 2013 (see Note 8).

          Common Stock Options and Restricted Stock Grants

          Non-cash stock compensation expense for 2006 is included primarily in selling, general and administrative expense and includes amortization of stock options granted during 2006 and previously unvested stock option grants and amortization of restricted shares of common stock granted to our directors and certain executive officers. During 2006 we accelerated the vesting of certain options granted to our former President and Chief Executive Officer and our former Executive Vice President. We recorded non-cash compensation expense of $685,000 in connection with these modifications during 2006.

          Non-cash compensation expense for 2006 (in thousands):

Modification of options previously granted	$	685
Amortization of:
Option grants		115
Restricted shares		339
	$	1,139

          We have reserved 3,700,000 shares of common stock for issuance under our stock incentive plans. Under our plans we are authorized to issue incentive and nonqualified stock options and restricted shares of common stock. All options terminate no more than ten years from the date of grant and vest over various schedules ranging up to five years. We issue new shares upon exercise of options.

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          A summary of stock option activity during the year ended December 31, 2006 follows:

	Shares			Weighted
	under			average
	option			exercise price
Outstanding January 1, 2006		1,457,015		$	5.94
Options granted		65,000			3.09
Options exercised		(306,890	)		1.97
Options forfeited		(557,000	)		7.27
Outstanding December 31, 2006		658,125			6.39

          During the year ended December 31, 2006, options to purchase 306,890 common shares at prices ranging from $1.15 to $6.50 were exercised, including options to purchase 285,140 shares that were exercised on a cashless basis as allowed under the Company’s Omnibus Stock Option Plan. 234,832 common shares were issued as a result of options exercised during 2006.

          As of December 31, 2006, options to acquire 554,125 shares at a weighted average exercise price of $6.82 per share were exercisable. As of December 31, 2006, there was approximately $1.5 million of total unrecognized compensation cost related to share-based compensation arrangements granted under our stock award plans that are expected to vest. We expect to recognize that cost over a weighted average period of 2.1 years.

          We did not grant any options during 2005. The weighted-average per share grant date fair value of options granted during 2004 and 2006 was $11.81 and $2.43, respectively. The total intrinsic value of options exercised during 2004, 2005 and 2006 was $6.3 million, $1.7 million and $1.6 million, respectively.

          Options outstanding that were fully vested or expected to vest as of December 31, 2006:

Number of shares under option		658,125
Weighted average exercise price	$	6.39
Aggregate intrinsic value	$	75,000
Weighted average remaining contractual term	2.5		years

          For purposes of the pro forma calculations in the table set forth in Note 1 and to determine the amount of compensation expense beginning in 2006, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing method. The weighted average fair value of options granted during 2004 and 2006 as calculated by the Black-Scholes model, and the assumptions used are shown in the following table. No options were granted in 2005.

	2004			2006
Dividend yield		—			—
Expected volatility (based on historical data)		142.31% - 154.95	%		121.53% - 126.53	%
Risk-free interest rate		3.21% - 3.70	%		4.40% - 4.65	%
Expected life	5 years			3 - 5 years

          We have issued shares of restricted stock to our directors and certain officers. The restricted shares vest annually over periods of three to four years. A summary of restricted stock activity during 2006 follows:

	Shares			Weighted average grant-date fair value
Unvested shares January 1, 2006		27,000		$	13.97
Restricted shares granted		273,000			5.98
Restricted shares vested		(19,950	)		8.04
Restricted shares forfeited		(22,010	)		11.40
Unvested shares December 31, 2006		258,040			6.20

          The total fair value of restricted shares vested during 2006 was $30,000.

11. Benefit Plans

          Profit Sharing Retirement Plan

          We have a profit sharing retirement plan for eligible United States employees. The Plan has profit sharing and 401(k) components. Our contribution under the profit sharing portion of the Plan is discretionary. Under the

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401(k) part of the Plan, each employee may contribute, on a pre-tax basis, up to 20% of the employee’s gross earnings, subject to certain limitations.

          We also have supplemental retirement plans in Canada. We established a Retirement Savings Plan for our eligible Canadian employees in January 1999. The plan has profit sharing and defined contribution components. Our contribution under the profit sharing portion of the plan is discretionary. Under the defined contribution portion of the plan, each employee may contribute, on a pre-tax basis, up to 6% of the employee’s gross earnings, subject to certain limitations. We had a pension plan for our eligible United Kingdom employees. The plan has profit sharing and defined contribution components. Our contribution under the profit sharing portion of the plan was discretionary. Under the defined contribution portion of the plan there is a maximum employee contribution restriction based on the age and salary of the employee as defined by United Kingdom legislation.

          No amounts were accrued or paid for profit sharing for 2004, 2005 and 2006. We paid matching contributions of $109,000, $120,000, and $129,000 to our defined contribution plans for the years ended December 31, 2004, 2005, and 2006, respectively.

12. Commitments and Contingent Liabilities

          We lease vehicles, ATMs, and office and warehouse space in several locations under operating leases. Minimum lease payments for operating leases are as follows (in thousands).

	2007		2008		2009		2010		2011		Thereafter		Total
Office and warehouse leases	$	757	$	599	$	543	$	197	$	70	$	171	$	2,337
Auto leases		547		301		115		13		6		2		984
Total	$	1,304	$	900	$	658	$	210	$	76	$	173	$	3,321

          Rental expense included in continuing operations for 2004, 2005 and 2006 was $1,228,000, $1,187,000, and $800,000, respectively.

          In connection with the acquisition of eFunds’ ATM business as described in Note 5, we entered into a five-year agreement pursuant to which eFunds will provide ongoing services to us. The agreement requires us to purchase services aggregating at least $5 million per year from eFunds and will end in 2009.

          As of December 31, 2006, Wells Fargo Foothill Inc. had issued letters of credit on our behalf in the amount of $3.8 million to secure our performance in connection with our United States vault cash agreement and in the amount of $550,000 relating to our vehicle leases.

13. Discontinued Operations and Sales of Businesses

          During the fourth quarter of 2004, we decided to discontinue efforts in the software development segment of our business. In December 2004, the last employee of SSS was terminated and we negotiated termination of SSS’ office lease and accrued a related termination payment. Therefore, results of the software development segment have been reflected as discontinued operations.

          On June 28, 2006, we sold all of the outstanding shares of TRM Copy Centres (U.K.) Limited, our United Kingdom photocopier subsidiary, to an unrelated third party for cash. TRM Copy Centres (U.K.) Limited operated approximately 2,500 photocopiers. The net sales price was £2.32 million (approximately $4.3 million). The net carrying amount of the assets (principally equipment) of the subsidiary sold was $2.4 million. We have recorded a gain on the sale of $1.9 million, including recognition in income of foreign currency translation adjustments of $1.5 million that had previously been recorded in other comprehensive income. The operations of our United Kingdom photocopier subsidiary are shown in the accompanying statements of operations for all periods presented as discontinued operations.

          In December 2006 we entered into agreements to sell substantially all of the assets of our United States photocopy segment and our Canadian ATM segment. We have also entered into facilities maintenance and transition services agreements with the purchaser of the United States photocopy business which provide for certain services to be rendered by both parties for the benefit of the other during a transition period that is expected to be between 45 and 180 days. The sale of the Canadian ATM business closed January 12, 2007. The sales price for the assets of the Canadian ATM business was approximately Canadian $13.2 million (approximately U.S. $11.3 million using exchange rates as of January 12, 2007), subject to certain adjustments. The sale of the United States photocopy business closed

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]

January 29, 2007. The sales price for the assets of the United States photocopy business was approximately $9.0 million, and is subject to certain adjustments.

          Effective January 24, 2007, we sold all of the shares of our United Kingdom ATM subsidiary that owned our ATM businesses in the United Kingdom and Germany for approximately £44.6 million (approximately $87.6 million using exchange rates as of January 24, 2007), subject to certain adjustments which have not yet been agreed upon.

          The total of the sales prices for the businesses we sold in January 2007 was approximately $108 million, before selling costs. We used $98.5 million of the net cash proceeds of $101.9 million to make principal and interest payments on our debt. The balance was used to fund escrow deposits and deposits with our bank.

          In the first quarter of 2007, we expect to record gains of approximately $2.6 million on the sale of our Canadian ATM business, approximately $8.2 million on the sale of our United Kingdom and German ATM businesses and approximately $800,000 on the sale of our United States photocopy business. See Note 16 regarding impairment charges recorded during 2006 relating to assets of these businesses.

          In connection with these sales, we have made various representations and warranties and/or provided indemnities including those relating to taxation matters. Further, the sales prices are subject to adjustment based on working capital amounts, the value of accounts receivable as of the closing of the sale or other factors, the amounts for which have not yet been agreed upon. The purchasers may make claims against us relating to the representations, warranties or indemnities, or provisions for adjustment of the sales prices, and those claims could be substantial.

          The operations of our Canadian, United Kingdom and German ATM businesses and our United States photocopy business are shown as discontinued operations in the accompanying statements of operations for all periods presented. Because the terms of our financing agreements required us to use substantially all of the net proceeds from the sales of businesses in June 2006 and January 2007 to pay debt, we have allocated interest expense to discontinued operations based upon the lesser of the amount repaid or debt outstanding. No general corporate overhead has been allocated to discontinued operations.

          Net revenues of discontinued operations (in thousands):

	2004		2005		2006
Software development	$	21	$	—	$	—
United Kingdom photocopy		6,202		4,250		1,646
United States photocopy		31,785		26,345		22,390
Canada ATM		1,007		8,807		7,148
United Kingdom ATM		30,552		32,475		32,300
Germany ATM		—		—		146
	$	69,567	$	71,877	$	63,630

          Pretax income (loss) from discontinued operations (in thousands):

	2004			2005			2006
Software development	$	(575	)	$	—		$	—
United Kingdom photocopy
Income (loss) from operations		69			(909	)		(788	)
Gain on disposal		—			—			1,900
United States photocopy		10,975			5,269			(16,481	)
Canada ATM		109			(100	)		(7,430	)
United Kingdom ATM		5,183			(6,986	)		(39,141	)
Germany ATM		—			(454	)		(1,064	)
	$	15,761		$	(3,180	)	$	(63,004	)

          Substantially all of the assets and liabilities of our United States photocopy business and our ATM businesses in Canada, the United Kingdom and Germany, which were sold in January 2007, are presented in the accompanying balance sheet as of December 31, 2006, as held for sale. The carrying amounts of assets and liabilities reported as held for sale as of December 31, 2006 were as follows (in thousands):

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	United				United
	States		Canada		Kingdom		Germany
	photocopy		ATM		ATM		ATM		Total
Assets:
Cash and cash equivalents	$	—	$	—	$	3,198	$	104	$	3,302
Accounts receivable, net		2,858		68		1,059		56		4,041
Inventories		99		110		808		58		1,075
Prepaid expenses and other		108		—		1,474		—		1,582
Equipment		4,334		1,644		25,727		1,145		32,850
Goodwill		—		3,369		55,637		—		59,006
Intangible and other assets		248		3,140		837		—		4,225
	$	7,647	$	8,331	$	88,740	$	1,363	$	106,081
Liabilities:
Accounts payable	$	113	$	721	$	7,142	$	231	$	8,207
Accrued expenses		276		—		4,752		—		5,028
Current portion of obligations under capital leases		—		—		202		—		202
	$	389	$	721	$	12,096	$	231	$	13,437

14. Concentrations and Related Party Transactions

          We have purchased most of our ATMs from two suppliers, NCR and Triton Systems. In addition, NCR has provided maintenance and services for a portion of our base of installed ATMs. In 2004 we purchased equipment, parts and services in the amount of $8.7 million from NCR, and $5.9 million from Triton Systems. In 2005 we purchased equipment, parts and services from NCR in the amount of $4.8 million and from Triton Systems in the amount of $5.0 million. In 2006 we purchased equipment, parts and services from NCR aggregating $2.7 million and from Triton Systems aggregating $5.5 million. At December 31, 2006 we had $2.3 million in accounts payable to Triton Systems ($416,000 at December 31, 2005). At December 31, 2006 we had $325,000 in accounts payable to NCR.

          In connection with the acquisition of the eFunds ATM business, we entered into a Master Services Agreement with eFunds, (the “MSA”). The MSA has an initial term of five years and will renew for successive two year periods unless terminated. We incurred fees for services provided by eFunds of $559,000 in 2004, $6.4 million in 2005 and $5.7 million in 2006. At December 31, 2006, we had accounts payable owing to eFunds of $2.4 million ($1.7 million at December 31, 2005).

          We incurred legal fees of $720,000 in 2004, $321,000 in 2005, and $279,000 in 2006 for services from a law firm of which one of our former directors is a partner. Our President and Chief Executive Officer, who joined the Company in March 2006, is a former member of a law firm that has provided services to us. We incurred legal fees of $308,000 in 2004, $433,000 in 2005, and $506,000 in 2006 for services from that firm.

15. Segment Reporting

          Prior to the third quarter of 2006 we reported our operations in two segments — ATM and Photocopy. During the third quarter of 2006 our President and Chief Executive Officer began regularly reviewing operating results of our businesses on a geographical basis. Accordingly, we have modified our segment disclosures to reflect this change in our reporting practices. As a result of modifying our segment disclosures, during the third quarter of 2006 we reallocated goodwill of $119.7 million previously reported as an asset of our ATM segment to the new ATM segments as follows (in thousands):

United States ATM	$	37,140
Canada ATM		9,513
United Kingdom ATM		73,056

          We reallocated the goodwill based on the estimated relative fair values of the segments. See Note 16 regarding impairment of goodwill.

               As of September 30, 2006 we had the following six segments: Automated Teller Machine (“ATM”) operations in the United States, Canada, the United Kingdom and Germany; and photocopy operations in the United States and Canada. The ATM segments own and/or operate ATMs, sell ATM machines, and service equipment for others. The photocopy segments own and maintain self-service photocopiers in retail establishments.

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          In June 2006 we sold our United Kingdom photocopier subsidiary. In January 2007 we sold our United Kingdom ATM subsidiary that owned our ATM businesses in the United Kingdom and Germany, and we sold substantially all of the assets of our United States photocopier and Canadian ATM businesses. As a result of these sales, we have presented the results of operations of our Canadian, United Kingdom and German ATM businesses and our United Kingdom and United States photocopy businesses as discontinued operations for all periods presented in the accompanying statements of operations, and have excluded those operations from the segment information in this footnote. General corporate overhead previously charged to the discontinued operations has been reallocated to our remaining segments.

          The accounting policies of the segments are substantially the same as those described in Note 1. We evaluate each segment’s performance based on pretax income or loss excluding general corporate costs such as costs of raising capital and pursuing potential acquisitions, and certain interest expense, loss on debt extinguishment and other income and expense. Prior to the third quarter of 2006 we evaluated each segment’s performance based on operating income or loss excluding costs attributable to general corporate purposes which were not allocated to the segments. We have modified our segment disclosures to reflect this change in our reporting practices. Information regarding the operations of our two segments included in continuing operations is as follows (in thousands):

	United States			Canada
	ATM			photocopy		Total
2004:
Sales	$	31,725		$	5,157	$	36,882
Net sales		18,899			4,197		23,096
Pretax income (loss) excluding unallocated costs		(3,248	)		1,260		(1,988	)
Depreciation and amortization		2,681			585		3,266
Capital expenditures		5,074			—		5,074

	United States			Canada
	ATM			photocopy			Total
2005:
Sales	$	125,875		$	4,393		$	130,268
Net sales		49,201			3,604			52,805
Pretax loss excluding unallocated costs		(405	)		(1,019	)		(1,424	)
Depreciation and amortization		8,846			681			9,527
Capital expenditures		4,486			11			4,497

	United States			Canada
	ATM			photocopy			Total
2006:
Sales	$	107,656		$	4,089		$	111,745
Net sales		42,080			3,405			45,485
Pretax loss excluding unallocated costs		(46,325	)		(3,163	)		(49,488	)
Depreciation and amortization		6,937			943			7,880
Capital expenditures		2,190			8			2,198

	2004			2005			2006
Reconciliation of segment data to loss from continuing operations before income taxes:
Pretax loss excluding unallocated costs	$	(1,988	)	$	(1,424	)	$	(49,488	)
Unallocated costs		(1,756	)		(8,576	)		(9,269	)
Interest expense		(237	)		(1,861	)		(1	)
Loss on early extinguishment of debt		—			(513	)		(3,105	)
Other income (expense)		(77	)		1,781			159
Loss from continuing operations before income taxes	$	(4,058	)	$	(10,593	)	$	(61,704	)

          Management periodically reviews the expenses associated with each business segment as well as those expenses that are for general corporate purposes, but not directly related to the operation of any one business segment,

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such as the cost of raising capital and pursuing acquisitions. Unallocated costs are those expenses management believes are attributable to general corporate purposes.

          All revenues are attributed to external customers. One ATM customer accounted for 34%, 15% and 18% of our net sales from continuing operations in 2004, 2005 and 2006, respectively. A second ATM customer accounted for 18%, 7% and 8% of our net sales from continuing operations in 2004, 2005 and 2006, respectively.

          Information about our assets by segment and geographic location is as follows (in thousands):

	December 31,
	2004		2005		2006
Total assets:
United States ATM	$	234,523	$	228,683	$	114,329
Canada photocopy		7,895		6,279		4,318
Other segments (primarily classified as assets held for sale in 2006)		117,065		106,820		107,797
	$	359,483	$	341,782	$	226,444
Goodwill:
United States ATM	$	101,661	$	101,363	$	16,748
Other segments (classified as assets held for sale in 2006)		16,783		17,512		59,006
	$	118,444	$	118,875	$	75,754
Long-lived assets:
United States ATM	$	10,272	$	11,969	$	9,287
Canada photocopy		6,235		5,841		2,493
Other segments (primarily classified as assets held for sale in 2006)		55,758		53,899		32,716
	$	72,265	$	71,709	$	44,496

16. Impairment Charges

          During the third quarter of 2006 we recorded non-cash charges of $96.1 million for the impairment of certain assets, of which $46.1 million is included in continuing operations and $50.0 million is included in discontinued operations.

• ATM goodwill. Because of continuing decreases in sales and operating margins in the ATM segments and other factors, we re-evaluated our financial forecasts in the third quarter of 2006 and concluded that it was necessary to review goodwill in our United States, Canadian and United Kingdom ATM segments for impairment of value. The review, consisting of a comparison of the carrying value of the goodwill to its implied fair value, resulted in impairment charges of $20.4 million in the United States, $5.8 million in Canada and $17.5 million in the United Kingdom. Our estimate of the implied fair value of the United States ATM segment’s goodwill was based on the quoted market price of our common stock and the discounted value of estimated future cash flows over a six-year period with residual value, using an 11% discount rate. Our estimate of the implied fair value of the Canadian and United Kingdom ATM segments’ goodwill was based on the estimated selling prices of those ATM segments.

• Finite-lived intangible assets associated with the ATM businesses. Because of faster than anticipated attrition of customer contracts, operating losses and revised financial forecasts, we concluded that it was necessary to review the carrying value of the long-lived assets of our United States, Canadian and United Kingdom ATM segments. As a result, we determined that the future cash flows from those assets were not adequate to recover those assets, and we recorded impairment charges of $22.9 million in the United States, $272,000 in Canada and $7.7 million in the United Kingdom, based on comparisons of the carrying amounts of the assets to their estimated fair values. Our estimate of the fair value of the United States assets was based on the discounted values of estimated future cash flows over a seven-year period using an 11% discount rate. Our estimates of the fair value of the Canadian and United Kingdom assets were based on the estimated selling prices of those ATM segments.

• Photocopy equipment in the United States and Canada. Because of operating losses in our United States and Canadian photocopy segments and revised financial forecasts, we concluded that it was necessary to review the carrying value of those segments’ long-lived assets, which consist almost entirely of photocopy equipment. As a result, we determined that future cash flows from the photocopy segments were not adequate to recover the carrying value of that equipment, and we recorded impairment charges of $18.7 million in the United States and $2.7 million in Canada based on a comparison of the carrying amounts of

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these assets to their estimated fair values. Our estimates of the fair values of the asset groups were based on the estimated selling price of the United States photocopy segment and the discounted value of estimated future cash flows over a ten-year period using an 11% discount rate for the Canadian photocopy segment.

17. Litigation and Potential Claims

          In the ordinary course of business, we may be subject to lawsuits, investigations and claims. There are currently no material legal proceedings pending against us.

          As described in Note 13, in January 2007 we sold our ATM businesses in the United Kingdom, Germany and Canada, and our photocopy business in the United States in three separate transactions. The total of the sales prices for the businesses we sold in January 2007 was approximately $108 million. In connection with these sales, we have made various representations and warranties and/or provided indemnities including those relating to taxation matters. Further, the sales prices are subject to adjustment based on working capital amounts, the value of accounts receivable as of the closing of the sale or other factors, the amounts for which have not yet been agreed upon. The purchasers may make claims against us relating to the representations, warranties or indemnities, or provisions for adjustment of the sales prices, and those claims could be substantial.

          During the second quarter of 2005 we reached a final settlement agreement in the amount of $700,000 with our directors’ and officers’ liability insurer to obtain reimbursement of monies we spent to settle this litigation. We received the settlement payment of $700,000 and included it in other expense (income), net during the second quarter of 2005.

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18. Quarterly Financial Information (Unaudited)

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
2005:
Sales	$	33,323		$	33,835		$	33,345		$	29,765
Net sales		15,059			14,000			13,381			10,365
Gross profit		9,109			7,973			6,760			3,992
Income (loss) from continuing operations		1,330			1,657			261			(9,348	)
Income (loss) from discontinued operations		321			1,205			57			(4,354	)
Net income (loss)		1,651			2,862			318			(13,702	)
Basic income (loss) per share:
Continuing operations		.09			.12			.01			(.56	)
Discontinued operations		.02			.08			.01			(.26	)
Net income (loss)		.11			.20			.02			(.82	)
Diluted income (loss) per share:
Continuing operations		.08			.11			.01			(.56	)
Discontinued operations		.02			.08			.01			(.26	)
Net income (loss)		.10			.19			.02			(.82	)
2006:
Sales	$	30,591		$	28,939		$	27,292		$	24,923
Net sales		13,408			11,236			10,462			10,379
Gross profit		7,027			5,141			3,780			3,218
Loss from continuing operations		(557	)		(2,598	)		(47,076	)		(6,279	)
Loss from discontinued operations		(942	)		(1,899	)		(51,779	)		(8,961	)
Net loss		(1,499	)		(4,497	)		(98,855	)		(15,240	)
Basic and diluted loss per share:
Continuing operations		(.03	)		(.15	)		(2.75	)		(.37	)
Discontinued operations		(.06	)		(.11	)		(3.03	)		(.52	)
Net loss		(.09	)		(.26	)		(5.78	)		(.89	)

          In the second quarter of 2006 we established a new credit facility which we used to refinance our existing term loan and lines of credit, incurring a $3.5 million loss on early extinguishment of debt of which $3.1 million is included in continuing operations. Also in the second quarter of 2006 we sold our United Kingdom photocopier subsidiary and recorded a gain on the sale of $2.2 million.

          As discussed in Note 16, during the third quarter of 2006 we recorded impairment charges of $96.1 million for the impairment of equipment, goodwill and finite-lived intangible assets, of which $46.1 million is included in continuing operations and $50.0 million is included in discontinued operations.

          The loss from discontinued operations for the fourth quarter of 2006 includes a charge of $1.7 million for estimated value added taxes we may owe.

          During the second quarter of 2005 we reached a final settlement for reimbursement of expenses we incurred to settle litigation, and we recorded the settlement of $700,000 as other income.

          In the third quarter of 2005 we sold marketable equity securities for $9.6 million and recorded a gain on the sale of $1.3 million.

          The results of operations for the fourth quarter of 2005 were affected by several adjustments. We determined that it was unlikely that we would complete the acquisition of the ATM business of Travelex UK Limited and one other ATM business that we had been evaluating. As a result, we charged to expense in the fourth quarter of 2005 a total of $5.2 million of costs relating to these potential acquisitions. Equipment with a total net book value of $1.3 million was charged to expense in the fourth quarter of 2005 following a complete inventory and evaluation of equipment in storage and determination that certain equipment was no longer available for use. We also determined in

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the fourth quarter that certain previously disputed amounts due to vendors would be paid and charged $1.6 million to operating expense. We recorded $1.3 million of bad debt expense in the fourth quarter and charged to expense an additional $532,000 of receivables from ATM merchants for previous overpayments that we decided not to pursue because we believed that to do so would adversely affect our ongoing relationships with the merchants. We determined that certain costs incurred by one of our United Kingdom subsidiaries had been inappropriately capitalized in connection with an upgrade of their ATM equipment and charged $599,000 to cost of sales. We charged to selling, general and administrative expense $598,000 relating to a guaranteed minimum annual payment to a vendor. We also charged to expense $513,000 of previously deferred financing costs in connection with the early payment of a portion of our term loan in the fourth quarter of 2005. Partially offsetting these adjustments was a $1.1 million settlement from a vendor relating to our photocopier equipment which we have recorded as a reduction to cost of sales of our photocopier segment.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

          Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

          We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934, as amended, reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2006, our disclosure controls and procedures were not effective. Disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

          Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2006 using criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Based upon their assessment, management identified the following material weaknesses in our internal control over financial reporting as of December 31, 2006.

          Ineffective controls over the adequacy of segment disclosures. We did not maintain effective controls over the adequacy of our segment disclosures. Specifically, we did not maintain effective controls to ensure that significant changes to our reporting practices (including changes to information reviewed by our chief operating decision maker) were considered in the determination of appropriate operating segments in accordance with generally accepted accounting principles. This control deficiency resulted in adjustments to the segment disclosure, allocation of goodwill to reporting units and computation of goodwill impairment in our third quarter interim consolidated financial statements. Additionally, this control deficiency could result in a material misstatement of goodwill and goodwill impairment expense and segment disclosure that would result in a material misstatement of annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

          Ineffective controls over the impairment analysis of goodwill and long-lived assets. We did not maintain effective controls over our accounting for the impairment of goodwill and long-lived assets in accordance with generally accepted accounting principles. Specifically, we did not maintain effective controls to ensure that assumptions used in our analysis of impairments of goodwill and long-lived assets were accurate and that such estimates were reviewed by appropriate levels of management. This control deficiency resulted in adjustments to the third quarter interim consolidated financial statements. Additionally, this control deficiency could result in a material misstatement of goodwill, long-lived assets and impairment expense that would result in a material misstatement of

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annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

          Inadequate staffing in the United Kingdom. We did not maintain a sufficient complement of personnel in the United Kingdom to maintain an appropriate accounting and financial reporting organizational structure to support our activities. Specifically, we did not maintain personnel who provided the appropriate level of oversight over the financial reporting function and who had the appropriate level of accounting knowledge, experience and training in the application and implementation of generally accepted accounting principles in the United States. This arose primarily as a result of our decision during the fourth quarter of 2006 to sell our United Kingdom operations. This control deficiency resulted in audit adjustments to our 2006 annual consolidated financial statements. Additionally, this control deficiency could result in a material misstatement of our United Kingdom accounts and disclosures that would result in a material misstatement to the interim or annual consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

          As a result of the identification of these material weaknesses, our management has concluded that, as of December 31, 2006, our internal control over financial reporting was not effective, based on the criteria established in Internal Control-Integrated Framework issued by the COSO.

          Our assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Remediation of Material Weaknesses

Remediation Plan for Material Weaknesses Existing as of December 31, 2006:

          Ineffective controls over segment disclosures and impairment analysis. We have formulated a program to remedy the material weaknesses described above. Effective beginning in the fourth quarter of 2006, each quarter our senior accounting management prepares a summary and analysis of changes in our operations, organization and financial reporting practices that might affect our operating segments or reporting units, including a conclusion on the appropriateness of the operating segments and reporting units we have identified. Further, whenever we conclude that any of our long-lived assets must be tested for recoverability, our senior accounting management prepares a summary of the significant assumptions and methods used in the resulting analysis. These summaries are reviewed by our Chief Financial Officer.

          Inadequate staffing in the United Kingdom. In January 2007 we sold all of our operations in the United Kingdom.

          The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation of a Previously Disclosed 2005 Material Weakness

          We have remediated the following previously disclosed material weakness first reported as of December 31, 2005.

          Valuation of accounts receivable. Effective for the first quarter of 2006, each quarter our management reviews our analysis of the allowance for doubtful accounts, including a regular review of our accounts receivable agings. Management has concluded that this material weakness was remediated.

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Changes in Internal Control Over Financial Reporting

          As described above, there were changes to our internal control over financial reporting during the fourth quarter of 2006 as a material weakness was identified relative to inadequate staffing in the United Kingdom. In January 2007 we sold our United Kingdom operations. Additionally, we determined that our 2005 material weakness over the valuation of accounts receivable was remediated.

ITEM 9B. OTHER INFORMATION

          None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

          Our Board of Directors is divided into three classes serving staggered three-year terms. The following table sets forth information regarding our executive officers and directors.

Name	Age	Position	Term Expires
Jeffrey F. Brotman	43	Chairman, Chief Executive Officer and President	2009
Richard B. Stern	46	Chief Operating Officer	—
Daniel E. O’Brien	45	Chief Financial Officer	—
Jon S. Pitcher	57	Principal Accounting Officer	—
Nancy L. Alperin	40	Director	2007
Tony C. Banks	52	Director	2007
Edward E. Cohen	68	Director	2009
Alan D. Schreiber, M.D.	65	Director	2009
Harmon S. Spolan	71	Director	2008
John S. White	67	Director	2007

Jeffrey F. Brotman, Chairman of the Board of Directors, Chief Executive Officer and President. Mr. Brotman was elected to the Board of Directors and appointed President and Chief Executive Officer in March 2006 and was elected Chairman of the Board in September 2006. Until March 2006, Mr. Brotman had been the President and Managing Member of the law firm, Ledgewood, P.C., in Philadelphia, Pennsylvania, which he joined in 1992. Mr. Brotman remains of counsel at Ledgewood. He was on the Board of Directors of The Turnaround Fund, a Portland-based mutual fund, from its inception in 2003 until March 2006. He has been an adjunct Professor of Law at the University of Pennsylvania Law School since 1990, where he has taught courses in accounting and lending transactions. Mr. Brotman is also a certified public accountant.

Richard B. Stern, Chief Operating Officer. Mr. Stern has been our Chief Operating Officer since November 2006. He initially served as our Executive Vice President of Corporate Operations, from October 2006 to November 2006. Mr. Stern previously served as Vice President/General Manager of Building Solutions for American Tower Corporation from August 2005 to September 2005. He previously held that position with SpectraSite Communications, which was acquired by American Tower, from May 2002 to August 2005. From January 2000 to May 2002, Mr. Stern served as Vice President of Real Estate, Building Division, with SpectraSite Communications.

Daniel E. O’Brien, Chief Financial Officer. Mr. O’Brien has been our Chief Financial Officer since August 2004. From October 2001, when he joined us, until August 2004, Mr. O’Brien served as Vice President, Financial Services and Senior Vice President, Financial Services. Before joining our company, Mr. O’Brien spent nearly 20 years in the financial services industry. From 1997 to October 2001, Mr. O’Brien served in several capacities at BankPhiladelphia in Philadelphia, Pennsylvania, ending as Vice-President of the Lending Division.

Jon S. Pitcher, Principal Accounting Officer. Mr. Pitcher has been our Principal Accounting Officer since November 2004. Mr. Pitcher previously served as our Corporate Controller and Director of Revenue since December 2003. Mr. Pitcher was self-employed from April 2001 until December 2003, providing accounting and consulting services to private and publicly-held clients. From 1991 to March 2001, Mr. Pitcher was Chief Financial Officer of OXIS International, Inc., a pharmaceutical development company.

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Nancy L. Alperin was appointed to the Board of Directors in June 2002. Since 1999, she has been President and Chief Executive Officer of Maxwell Realty Company, Inc., a full service real estate and mortgage brokerage firm. Before January 1999, she was a sales associate with Maxwell Realty Company. Ms. Alperin is a member of the Philadelphia Board of Realtors and a licensed mortgage broker in Pennsylvania.

Tony C. Banks was appointed to the Board of Directors in September 2006. He has been Vice President of Business Development for FirstEnergy Corporation, a public utility, since December 2005. Mr. Banks joined FirstEnergy Solutions, Inc., a subsidiary of FirstEnergy Corporation, in August 2004 as Director of Marketing and in August 2005 became Vice President of Sales & Marketing. Before joining FirstEnergy, Mr. Banks was a consultant to utilities, energy service companies and energy technology firms. From 2000 through 2002, Mr. Banks was President of RAI Ventures, Inc., a subsidiary of Resource America, Inc. and Chairman of the Board of Optiron Corporation, which was an energy technology subsidiary of Atlas America, Inc., then a subsidiary of Resource America, until 2002.

Edward E. Cohen was elected a director in June 1998, and served as Chairman of the Board of Directors from June 1998 until June 2001. He has served as Chairman of the Executive Committee since June 2003. He has been the Chairman of the Board of Directors of Resource America, Inc., a proprietary asset management company in the financial fund management, real estate and commercial finance sectors since 1990 and was its Chief Executive Officer from 1988 to May 2004, when he retired. He was President of that company from 2002 to 2003. He has been Chairman, Chief Executive Officer and President of Atlas America, Inc., an energy company, since 2000; Chairman of the Managing Board and Chief Executive Officer of Atlas Pipeline Partners GP, LLC, the general partner of Atlas Pipeline Partners, LP, a natural gas pipeline company, since 2000; Chairman and Chief Executive Officer of Atlas Pipeline Holdings GP, LLC, the general partner of Atlas Pipeline Holdings, L.P., which owns Atlas Pipeline Partners GP, since 2005; and Chairman and Chief Executive Officer of Atlas Energy Resources, LLC since 2006. Mr. Cohen has been the Chairman of the Board of Brandywine Construction & Management, Inc., a property management company, since 1994.

Alan D. Schreiber, M.D. was elected to the Board of Directors in June 2003. Dr. Schreiber has held the position of Professor of Medicine since 1980 and Assistant Dean for Research since 1992 at the University of Pennsylvania School of Medicine. In addition, Dr. Schreiber was Scientific Founder and Chairman of the Scientific Advisory board of InKine Pharmaceutical Co. Inc., from 1994 to 2000. He served as Scientific Founder and Chief Scientific Officer at CorBec Pharmaceutical Co. Inc. from 1990 to 1994. He has been Founder and Scientific Chairman of ZaBeCor Pharmaceutical Co., LLC, since 2000.

Harmon S. Spolan was elected a director in June 2002. He was a senior partner in the law firm of Cozen O’Connor in Philadelphia, Pennsylvania, which he joined in 1999, formerly chairing the Financial Services practice group until 2007 when he was named Chair of the Cozen O’Connor Charitable Foundation, and was named of counsel to the firm. From 1977 until his retirement in 1999, he was President, Chief Operating Officer, and a director of JeffBanks, Inc., a bank holding company, and its subsidiary bank.

John S. White was appointed to the Board of Directors in January 2007. He is a consultant in the financial services industry. From April 2002 to December 2006, Mr. White was Senior Vice President of Royal Alliance, a unit of AIG group of companies, holding various positions, including directing the firm’s external and internal communications, providing analytical support and strategic planning to the chief executive officer, and directing the sales practices of the firm’s more than 2,000 registered representatives. Prior to April 2002, Mr. White was President of DCC Securities Corporation, a NASD member securities trading firm which he founded in 1991. Mr. White has been a member of the Board of Directors of Resource America Inc. since 1993 and he is Chairman of their Corporate Governance Committee and a member of their Compensation Committee. He also served as a member of the Board of Directors of Atlas America, Inc. from September 2000 to February 2004. Mr. White is a certified public accountant.

Information Concerning the Audit Committee

          Our Board of Directors has a standing Audit Committee. The Audit Committee reviews the scope and effectiveness of audits by the independent accountants, matters relating to the integrity of our finances and financial statements, the adequacy of our internal controls and related party transactions. The committee is also responsible for engaging our independent registered public accounting firm. The members of the Audit Committee during 2006 were Lance Laifer (Chairman) who was replaced by Mr. Spolan (Chairman) upon Mr. Laifer’s resignation, Ms. Alperin and Dr. Schreiber. The Board of Directors determined that each member of the Audit Committee meets the independence standards set forth in the Nasdaq listing standards, including those set forth in Rule 10A-3 of the Securities Exchange Act of 1934, and that Mr. Laifer qualified as an “audit committee financial expert” as defined in applicable rules and regulations under the Securities Exchange Act. In April 2006, Mr. Laifer resigned from our Board of Directors. The

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Board appointed Mr. Spolan as the new Audit Committee Chairman and determined that he qualifies as an “audit committee financial expert” as defined in the applicable rules and regulations under the Exchange Act.

Code of Ethics

          Under the auspices of the Audit Committee, the Board of Directors has adopted a Code of Ethics that applies to our officers, directors and employees. The Code of Ethics is available on our website at www.trm.com.

Section 16(a) Beneficial Ownership Reporting Compliance

          Reports of all transactions in our common stock by insiders are required to be filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended. Based solely on our review of copies of the reports we have received, or representations of such reporting persons, we believe that during 2006 no officers, directors or beneficial owners failed to file reports of ownership and changes of ownership on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

          The compensation that we award is designed to attract and retain key employees, motivating them to achieve and rewarding them for superior performance. Because we have faced significant financial problems since late 2005, we have not established compensation programs but rather determined awards on an individual basis.

          We ordinarily would seek to structure the compensation we pay our executive officers to achieve the following objectives:

• encourage long-term success and align management interests with shareholder interests,

• reward initiative,

• link corporate and individual performance to compensation, and

• provide total compensation which enables us to attract and retain key executives.

          However, as a result of the significant financial problems we faced beginning at the end of 2005, our primary objectives were to create individual compensation packages that attracted new officers to work at our company (Messrs. Brotman and Stern) and to retain another of our existing officers (Mr. Tierney) through the sale of our U.S. photocopy operations, Canadian ATM business and the possible sale or disposal of our Canadian photocopy operations. Compensation arrangements negotiated with Messrs. Brotman and Stern and consulting arrangements negotiated with Mr. Tierney reflected these objectives.

          In structuring our compensation packages, we used three elements: base salary, annual cash incentive compensation in the form of discretionary bonuses and discretionary long-term incentive compensation in the form of stock options or restricted stock grants.

          Base Salary. Base salaries for executive officers were determined in part by pay practices in unaffiliated companies and our assessment of the amount which would induce an officer to remain with our company and assist us in resolving our financial difficulties. Base salaries are not intended to compensate individuals for extraordinary personal performance.

          Cash Bonuses. In general, the bonuses, if any, that may be awarded to executives are determined based on one of two elements, or a combination of those elements: our overall performance during the preceding year and the individual’s performance. However, as a result of the our financial problems and need to attract qualified persons to resolve these problems, the 2006 bonuses to Messrs. Brotman and Stern, which were negotiated as part of their compensation packages at the time of their employment, reflected amounts we determined were necessary to induce them to assume employment with us. The bonus awarded Mr. Tierney reflected our determination of the amount necessary to retain Mr. Tierney as an officer. We do not have a defined bonus pool. Annual bonus payments to executive officers are at the discretion of the Compensation Committee except 2006 bonuses to Messrs. Brotman and Stern which were negotiated as part of their compensation packages. For other employees, the determination of bonus amounts has been delegated by the Compensation Committee to the Chief Executive Officer.

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     Long-Term Incentives.

          General. Long term incentives are designed to focus on our long-term goals and performance and to provide a reward directly tied to stockholder return: the performance of our common stock. The particular plans are intended to encourage participants to strive to achieve our long-term success and to remain with it in order to fully benefit from the plans.

          Stock Options and Restricted Stock. Historically, our primary long-term incentive compensation has been through stock options. We have a stock option plan in which our key employees, including executive officers, are eligible to participate. The Board of Directors and the Compensation Committee has in the past used stock options as an incentive to employees to remain with us and to exert their best efforts on our behalf, as well as a method of aligning their interests with shareholders. Typically, options initially granted to persons becoming executive officers depended on the level of responsibility and position of the grantee and subsequent grants are made based on the Compensation Committee’s subjective assessment of the individual’s performance. However, because of our financial problems during 2006 and our need to attract and retain key executives, the Compensation Committee focused on compensation through salary, bonus and restricted stock grants. Messrs. Brotman, Stern and Tierney were the only executive officers to receive restricted stock and/or stock options in 2006. Mr. Brotman received 200,000 shares of restricted stock as part of his negotiated compensation when he joined our company as President and Chief Executive Officer. Mr. Stern received 50,000 shares of restricted stock and 50,000 options as part of his negotiated compensation when he joined us as our Executive Vice President of Corporate Operations. Mr. Tierney received 15,000 shares of restricted stock as incentive for the consummation of strategic dispositions. Options granted to executive officers generally become exercisable in equal increments over a stated period of years, typically three years. A restricted stock award typically fully vests between one and four years and may be subject to performance criteria relating to the vesting of the shares determined by the administrative committee comprised of the Board of Directors or a committee established by the Board of Directors.

          Savings Plan. The 401(k) plan offers eligible employees the opportunity to make long-term investments on a regular basis through salary contributions, which we supplement by matching contributions in the form of cash or common stock. During 2006, we matched employee contributions 100% in cash. Participation in this plan is at the discretion of the qualified employees.

Compensation Committee Report^(*)

     The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this annual report on Form 10-K. The report has been provided by the Compensation Committee of the Board of Directors.

Alan Schreiber, Chairman
Nancy Alperin

Summary Compensation Table

The following table sets forth the compensation paid or accrued by our company during the year ended December 31, 2006, to the principal executive officer, principal financial officer and each of our three most highly compensated executive officers other than the principal executive officer and principal financial officer (the “Named Executive Officers”).

^(*) This section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of our company under the Securities Act of 1933 or the Securities Act of 1934, regardless of date or any general incorporation language in such filing.

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Name and								Stock			Option		All Other
Principal Position	Year		Salary ($)		Bonus ($)			Awards ($)(1)			Awards($)(2)		Compensation($)(3)			Total ($)
Jeffrey F. Brotman(4)		2006	$	344,076	$	350,000	(5)	$	229,667	(6)		—	$	508		$	924,251
Chairman of the Board, President and Chief Executive Officer
Kenneth L. Tepper(7)		2006	$	135,195		—			—		$	617,770	$	438,248	(8)	$	1,191,213
President and Chief Executive Officer
Daniel E. O’Brien		2006	$	162,693		—			—		$	19,492	$	4,656		$	186,841
Chief Financial Officer
Danial J. Tierney(9)		2006	$	307,581	$	54,331	(10)		19,350	(11)	$	76,042	$	7,616		$	464,920
Executive Vice President
Ashley Dean(12)		2006	$	252,059		—			—		$	36,238	$	7,562		$	295,859
Senior Vice President,
ATM Business
Richard B. Stern(13)		2006	$	50,000	$	25,000		$	9,125	(14)	$	12,152		—		$	96,277
Chief Operating Officer

(1)	Represents the dollar amount of restricted stock awards recognized or “expensed” for each of the Named Executive Officers as compensation costs for financial statement reporting purposes (excluding forfeiture assumptions) in accordance with Statement of Financial Accounting Standards No. 123R (revised 2004), “Share-Based Payment”, or FAS 123R, for fiscal 2006. See Note 10 to our financial statements for the assumptions made in connection with these calculations. We recognize compensation expense for grants of restricted shares of common stock over the requisite service period on a straight-line basis.
(2)	The value of each option award is estimated on the date of grant using the Black-Scholes model (excluding forfeiture assumptions) and the assumptions summarized in Note 10 to our financial statements. We recognize compensation expense for stock option awards on a straight-line basis over the requisite service period for each separately vesting portion of each award in accordance with Statement of Financial Accounting Standards No. 123R.
(3)	Includes 401(k) contribution match by our company and life insurance premiums paid by or on behalf of the Named Executive Officer.
(4)	Mr. Brotman was appointed President and Chief Executive Officer on March 13, 2006, and appointed Chairman of the Board on September 18, 2006.
(5)	Represents a one time signing bonus awarded to Mr. Brotman on May 3, 2006.
(6)	On May 3, 2006, our Compensation Committee approved a restricted stock award to Mr. Brotman which was granted on May 15, 2006. The award will vest 25% per year beginning May 15, 2007, so that the award will be fully vested in four years. No dividends will be paid on the restricted stock.
(7)	Mr. Tepper resigned on March 13, 2006. We recognized $617,770 of compensation expense in connection with acceleration of vesting of Mr. Tepper’s options as approved by our Compensation Committee. At the time of his resignation, Mr. Tepper forfeited his restricted stock award for 3,000 shares granted on October 20, 2005.
(8)	Includes consulting fees in the amount of $379,397, and the amount of accrued but unused vacation and illness time paid to Mr. Tepper following his resignation.
(9)	Mr. Tierney resigned on January 1, 2007. We recognized $67,338 of compensation expense in connection with the acceleration of vesting of Mr. Tierney’s options as approved by our Compensation Committee.
(10)	Includes a 2005 bonus in the amount of $4,331 paid in 2006.

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(11)	Restricted stock award granted on July 25, 2006. Upon Mr. Tierney’s resignation on January 1, 2007, the award vested 100%. No dividends will be paid on the restricted stock.
(12)	Mr. Dean resigned on January 24, 2007.
(13)	Mr. Stern was employed by us on October 1, 2006 as Executive Vice President – Corporate Operations, and was appointed Chief Operating Officer on November 6, 2006.
(14)	Restricted stock award granted on October 4, 2006. The award will vest 33.3% per year beginning October 4, 2007, so that the award will be fully vested in three years. No dividends will be paid on the restricted stock.

2006 Grants of Plan-Based Awards

		All Other
		Stock Awards:			All Other Option		Exercise or		Grant Date Fair
		Number of Shares			Awards:		Base Price of		Value of Stock
	Grant	of Stock or Units			Number of Securities		Option Awards		and Option
Name	Date	(#)			Underlying Options (#)		($/share)		Awards ($)
Jeffrey F. Brotman	5/15/2006		200,000	(1)		—		—	$	1,378,000	(2)
Daniel E. O’Brien	—		—			—		—		—
Kenneth L. Tepper	—		—			—		—		—
Danial J. Tierney	7/25/2006		15,000	(1)		—		—	$	91,200	(3)
Ashley Dean	—		—			—		—		—
Richard B. Stern	10/4/2006		50,000	(1)		—		—	$	109,500	(4)
	10/4/2006		—			50,000	$	2.19	$	79,540	(5)

(1)	Restricted stock award.
(2)	Grant date fair value excluding forfeiture assumptions was determined pursuant to FAS 123R based on a price per share of $6.89 which was the market value on the grant date, May 15, 2006.
(3)	Grant date fair value excluding forfeiture assumptions was determined pursuant to FAS 123R based on a price per share of $6.08 which was the market value on the grant date, July 25, 2006.
(4)	Grant date fair value excluding forfeiture assumptions was determined pursuant to FAS 123R based on a price per share of $2.19 which was the market value on the grant date, October 4, 2006.
(5)	Value of option computed at $1.59 which was the grant date fair value computed in accordance with FAS 123R.

     Messrs. Brotman’s and Tierney’s restricted stock and options to purchase shares of common stock were issued pursuant to the Omnibus Stock Incentive Plan. Mr. Stern’s restricted stock and options to purchase shares of common stock were issued pursuant to his employment agreement effective October 1, 2006.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

     We provide additional disclosure below of factors relating to the Summary Compensation Table and Grants of Plan-Based Awards Table, including descriptions of the employment agreements of the Named Executive Officers and those who have resigned and terms of their compensation.

     For a description of the material terms of the awards issued to Messrs. Brotman, Tierney and Stern, see “Principal Shareholders,” footnote 2, and see also “Executive Compensation – Outstanding Equity Awards at 2006 Fiscal Year-End,” footnotes 1 and 2.

Employment Contracts of Named Executive Officers

     Mr. Brotman entered into an employment agreement as President and Chief Executive Officer in May 2006. Mr. Brotman’s contract extends through March 12, 2009 with automatic one-year renewal periods unless either party gives notice of non-renewal. The agreement provides for an initial salary of $475,000, with bonuses as determined by

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the Compensation Committee of our Board of Directors. The agreement provides for termination payments under specified circumstances. For a discussion of the termination provisions of Mr. Brotman’s agreement, see “Executive Compensation – Post Employment Compensation.”

     Mr. Stern entered into an employment agreement as Executive Vice President of Corporate Operations in October 2006. Mr. Stern’s agreement does not provide a term of employment. The agreement provides for a base salary of $300,000. Mr. Stern also is eligible for an annual bonus determined by the Compensation Committee of our Board of Directors targeted to be at least 50% of base salary. The bonus must be not less than $100,000 in the first year of employment. Mr. Stern’s agreement also provided Mr. Stern with 50,000 shares of restricted stock and 50,000 options to acquire common stock to vest over three years, with acceleration of vesting upon a change of control. Mr. Stern is also entitled to termination payments under specified circumstances. For a discussion of the termination provisions of Mr. Stern’s agreement, see “Executive Compensation – Post Employment Compensation.”

     Mr. O’Brien entered into an employment agreement as Chief Financial Officer in August 2005 for a term of one year with automatic one-year renewal periods unless either party gives notice of non-renewal. The agreement provides for a base salary of $135,000, to be reviewed annually. Mr. O’Brien is eligible for incentive compensation upon the achievement of performance criteria to be established by the Compensation Committee of our Board of Directors. Mr. O’Brien also receives use of a leased automobile and is entitled to termination payments under specified circumstances. For a discussion of the termination provisions of Mr. O’Brien’s agreement, see “Executive Compensation – Post Employment Compensation.”

Employment Contracts of Named Executive Officers Who Have Resigned

     Mr. Tepper resigned as our President and Chief Executive Officer on March 13, 2006 which terminated his employment agreement. Mr. Tepper’s employment agreement provided for a base salary of $475,000 and eligibility for incentive and bonus compensation. Mr. Tepper entered into a twelve-month consulting agreement with us beginning March 13, 2006. Under the terms of the consulting agreement, Mr. Tepper received monthly payments from April 2006 until March 2007 of $39,584 for providing consulting services to us.

     Mr. Tierney resigned as our Executive Vice President effective January 1, 2007 which terminated his employment agreement. The employment agreement provided for a base salary of $165,000 and made him eligible for incentive compensation. When Mr. Tierney resigned in January 2007, he entered into a consulting agreement with us to provide consulting services from January 2, 2007 to July 1, 2007. Under the consulting agreement, we pay Mr. Tierney a fee of $85,000 in equal monthly installments of $14,166.67 from January 2007 through and including June 2007, subject to partial acceleration upon the sale of the U.S. photocopy business. Mr. Tierney received an accelerated payment in the amount of $50,000 in February 2007. Mr. Tierney also received a $20,000 bonus upon the sale of the U.S. photocopy business in January 2007 as provided for in his consulting agreement. We paid Mr. Tierney severance totaling $275,000 plus $15,000 as payment for accrued but unused paid time-off.

     Mr. Dean resigned on January 24, 2007 as our Executive Vice President of ATM Operations which terminated his employment agreement. Mr. Dean’s employment agreement provided for a base salary of £100,000 per year, eligibility for bonus compensation and use of an automobile. In connection with Mr. Dean’s employment agreement, Mr. Dean received stock option grants aggregating 15,000 shares of common stock. Mr. Dean was entitled to termination payments under specified circumstances, none of which were triggered by his resignation. For a discussion of those termination provisions, see “Executive Compensation – Post Employment Compensation.”

Post-Employment Compensation

Pension Benefits

     Our Company does not provide pension arrangements or post-retirement health coverage for our executives or employees. Our executive officers are eligible to participate in our 401(k) contributory defined contribution plan.

Nonqualified Deferred Compensation

     We do not provide any nonqualified defined contribution or other deferred compensation plans.

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Other Post-Employment Payouts

     Several Named Executive Officers have provisions in their employment contracts that provide for payments in connection with termination.

     Mr. Brotman’s employment contract provides that if we terminate Mr. Brotman without cause upon 90 days written notice or Mr. Brotman terminates his employment within one year after a change of control, we must pay Mr. Brotman an amount equal to the average of his highest three years of base and annual bonus compensation multiplied by 2.99 and he is entitled to all vested stock and stock options (all of which will fully vest upon such termination). These payments are conditioned upon Mr. Brotman’s execution of a separation agreement and general release agreement. If Mr. Brotman is terminated at any time within three months before, or twelve months after the occurrence of a change of control (except for cause), (i) all of his stock options and restricted stock, which pursuant to the terms of the applicable plan vest upon a change of control, will vest upon the date of his termination, and will be exercisable for ten years. In addition, we will pay him an amount equal to the average of his highest three years of base and annual bonus compensation multiplied by 2.99, so long as he executes and does not revoke a separation agreement and general release agreement. The employment contract prohibits Mr. Brotman from competing with us and using or disclosing any confidential information for 24 months following termination of his employment. The employment agreement defines “cause” as (i) breach or neglect of the material and substantial duties that Mr. Brotman is required to perform, including if he performs his duties in an incompetent manner, after notice and an opportunity to cure the breach or neglect; (ii) the reasonable belief of a majority of the Board of Directors that Mr. Brotman has committed a crime of moral turpitude or has entered a plea of nolo contendere (or similar plea) to a charge of such an offense; (iii) use of alcohol in an inappropriate manner or any unlawful controlled substance while performing his duties and such use materially interferes with the material performance of his duties; (iv) any act of criminal fraud, material dishonesty or misappropriation relating to or involving us; (v) violation of a rule(s), regulation(s), policy(ies) or plan(s) governing his performance or express direction(s) of the Board of Directors; (vi) the unauthorized disclosure of confidential information; or (vii) acts in a manner that is materially contrary to our best interests after he is given written notice of his actions, as well as 30 days to cure.

     If Mr. Brotman suffers a disability (defined as the inability, for a period of 13 consecutive weeks or a cumulative period of 120 days out of a consecutive 12 month period, to perform the essential duties of his position due to a disability defined in the Americans with Disabilities Act), we may terminate Mr. Brotman by giving him 30 days written notice of termination. Thereafter, we will have no compensation obligations other than (i) amounts of base compensation accrued through the date of termination, (ii) vested stock and stock options, and (iii) reimbursement of documented expenses incurred by Mr. Brotman before the termination.

     If Mr. Brotman dies during the term of his employment, Mr. Brotman’s employment will terminate as of the date of his death. We will have no other compensation obligations other than (i) amounts of base compensation that have accrued through the date of death, (ii) vested stock and stock options, and (iii) reimbursement of documented expenses incurred by Mr. Brotman through the date of death.

     Additionally, Mr. Brotman may terminate his employment for any reason upon 90 days written notice and we will have no other compensation obligations other than (i) amounts of base compensation accrued through the date of termination, and vested stock and stock options, and (ii) reimbursement of documented expenses incurred by Mr. Brotman before the termination.

     We may terminate Mr. Brotman at any time for cause with not less than ten days written notice. We will have no other compensation obligations other than (i) amounts of base compensation accrued through the date of termination, vested stock and stock options, and (ii) reimbursement of documented expenses incurred by Mr. Brotman before the written notice of termination. In such event, Mr. Brotman would be entitled to elect continued participation in any health, life, accident or disability insurance plans at Mr. Brotman’s expense if the plans allow for continuation at no cost to us.

     If any amounts payable to Mr. Brotman would constitute “excess parachute payments” as that term is defined for purposes of Section 280G of the Internal Revenue Code of 1986, as amended and treasury regulations, we must pay Mr. Brotman an additional sum such that the net amounts retained by Mr. Brotman, after payment of income and withholding taxes, equals the termination amounts payable under his agreement.

     Mr. O’Brien’s employment contract provides that in the event we terminate Mr. O’Brien other than for “cause,” defined as (i) any misappropriation of funds or property, (ii) the conviction of or a plea of guilty or nolo contendere of a felony or any crime involving moral turpitude, (iii) engagement in illegal, immoral or similar conduct tending to place Mr. O’Brien or us, by association, in disrepute, (iv) abuse of alcohol or drugs to an extent it renders

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him unable or unfit to perform his duties, or (v) his gross dereliction of duty, he will receive a severance package equal to six months pay plus an additional one month’s salary for each year of employment, up to a maximum of 12 months salary, plus (y) all incentive compensation earned but unpaid on or prior to the separation date, plus (z) health insurance for up to a maximum of 12 months. The severance payments are conditioned upon Mr. O’Brien’s execution of a release of claims at the time of termination. The employment agreement also prohibits Mr. O’Brien from using confidential information for a period of five years after his termination for any personal or business purpose and for a period of six months after the termination of employment, is prohibited from competing with us, either directly or indirectly, in the geographical areas where we do business, and he cannot perform services for or own an interest in any business that does so. Mr. O’Brien will not be eligible for severance pay if (a) he voluntarily resigns or retires for any reason other than an involuntary reduction in base salary, (b) he is terminated for cause, (c) he breaches the confidentiality terms of his employment agreement or (d) he fails or refuses to sign the release of claims at the time of termination.

     Mr. Stern’s employment agreement provides that if we terminate Mr. Stern without cause, he will have the right to receive severance equal to one month’s compensation for each month he has been employed by us, with severance not to be less than six months compensation nor greater than 24 months compensation. If Mr. Stern’s employment is terminated upon or in anticipation of a change in control, then Mr. Stern will receive severance of no less than one year’s compensation. Mr. Stern’s 50,000 shares of restricted stock and 50,000 options to acquire common stock that are provided in his employment agreement vest over three years, with acceleration of vesting upon a change in control. “Cause” is defined in Mr. Stern’s employment agreement as (i) a crime of moral turpitude, (ii) use of alcohol in an inappropriate manner or any unlawful controlled substance while performing duties and such use materially interferes with the performance of his duties, (iii) commission of any act of criminal fraud, material dishonesty or misappropriation relating to or involving us or, (iv) he materially violates a rule, regulation, policy or plan governing his employment. “Change in Control” is defined in the employment contract as the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of our properties or assets.

     Mr. Tierney resigned as Executive Vice President effective January 1, 2007 and entered into a severance agreement and release of claims with us in December 2006. Under this agreement, we paid Mr. Tierney a severance payment totaling $275,000 on January 2, 2007, payment for accrued but unused paid-time-off in the amount of $15,000, and, to the extent not paid to him, salary of $22,917 for December 2006. As provided in the agreement, Mr. Tierney elected to continue health insurance coverage subject to the terms and conditions of our group health insurance plan. Accordingly, we will pay the full health insurance premium for the same plan and at the same coverage and benefit level as provided immediately preceding his termination of employment, for one year from January 2, 2007 or until he becomes covered under another employer’s health insurance plan. The agreement also provided that we will pay or reimburse Mr. Tierney for up to $9,000 for career coaching services. Subsequently, we agreed to increase the fee for those services and paid $20,000 to Joe Meissner d/b/a Executive Capital Partners on March 9, 2007 for such career coaching services. Per the agreement, we took necessary corporate actions to cause the vesting of all unvested restricted stock or stock options held by Mr. Tierney on January 2, 2007 and to extend the time to exercise such options to two years from the termination of his employment or ten years from the date of grant, whichever is shorter. Mr. Tierney irrevocably and unconditionally released and discharged us from any claims he may have had or claimed to have. Mr. Tierney also confirmed that the confidentiality provisions of his former employment agreement will remain in full force and effect and agreed to continue to be bound by the confidentiality provisions.

     Mr. Dean’s employment contract required we give Mr. Dean six month’s written notice, and Mr. Dean to give us two month’s written notice of termination and if there is a change of control, Mr. Dean’s employment was subject to 12 month’s written notice from us. We were required to make a payment in lieu of notice in an amount based on his salary. Mr. Dean resigned on January 24, 2007 and, as a result, did not receive any termination compensation.

     Mr. Dean may also be terminated without notice if (i) he is guilty of dishonesty, serious neglect or gross misconduct, (ii) he expressly or by implication repudiates his employment agreement, (iii) he acts in a way as to bring us into disrepute, (iv) he is convicted of a criminal offense, (iv) he is declared bankrupt or enters into a composition or arrangement for the benefit of his creditors, (vi) he is admitted to a hospital following an order under the Mental Health Act, and (vii) he fails to cure any breach other than those in (i) to (vi) above within 30 days of receipt of written notice requesting such cure.

     Mr. Dean is prohibited for a period of 12 months after termination, to directly or indirectly carry on or be engaged, concerned or interested in any business which is performed within the U.K. and is competitive or likely to be competitive with any business carried on by us. Additionally, for a period of 12 months after termination, Mr. Dean is prohibited from (a) directly or indirectly soliciting the same or similar goods or services supplied by us of any person

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who was, at any time during the two year period before the date of termination, a customer of our company, and (b) interfering with suppliers of goods or services to us or have any dealings in relation to any person who has at any time during the two-year period before the date of termination, been a supplier of goods or services to our company.

     If a termination event had occurred for these Named Executive Officers as of December 31, 2006, we estimate that the value of the benefits to each would have been as follows:

								Accelerated			Accelerated
		Lump Sum						Vesting of			Vesting of
		Severance						Stock			Option
		Payment(1)			Benefits(2)			Awards			Awards(3)
Name	Reason for Termination	($)			($)			($)			($)
Jeffrey F. Brotman	Termination by Mr. Brotman within one year of change of control		1,324,568			—			428,000	(4)		—
	Termination by Company within three months before or twelve months after change of control (except for cause)		1,324,568			—			428,000	(4)		—
	Termination by Company for cause		—			—			—			—
	Termination by Mr. Brotman for any reason		—			—			—			—
Daniel E. O’Brien	Termination by Company without cause		157,813			12,144			—			—
Richard B. Stern	Termination by Company without cause or other than upon change of control		155,772			—			—			—
	Termination upon change of control		300,000			—			107,000	(4)		—
Danial J. Tierney(5)	Termination by Company without cause or upon change of control		312,917	(6)		15,838	(7)		32,100	(4)		4,250	(8)
	Termination by Company for cause		—			—			—			—
	Termination by Mr. Tierney for any reason		312,917	(6)		15,838	(7)		—			—
Ashley S. Dean(9)	Termination by Company without cause		126,030			—			—			—
	Termination upon change of control		252,059			—			—			—
	Termination by Company for cause		—			—			—			—
	Termination by Mr. Dean for any reason		—			—			—			—

(1)	Based on 2006 base salary and bonus and accrued but unused vacation time at December 31, 2006.
(2)	Represents rates currently in effect for insurance benefits.
(3)	Does not include accelerated options that are “out of the money” at December 31, 2006.
(4)	Represents the value of restricted stock award disclosed in the “Outstanding Equity Awards at Fiscal Year-End Table,” calculated by multiplying the number of shares accelerated by the closing price of our stock on December 29, 2006.
(5)	Mr. Tierney resigned on January 1, 2007 and received salary in the amount of $22,917, accrued vacation and illness time in the amount of $15,000, and severance in the amount of $275,000.
(6)	Represents salary, the amount of accrued but unused vacation and illness time and severance paid to Mr. Tierney following his resignation, per his contract in effect at December 31, 2006.
(7)	Includes insurance benefits and career coaching services, per his contract in effect at December 31, 2006.
(8)	Represents the value of the accelerated options which is calculated by multiplying the number of options (12,500) by the difference between the exercise price ($1.80) and the closing price ($2.14) of our stock on December 29, 2006.
(9)	Mr. Dean resigned on January 24, 2007, and did not receive any termination compensation.

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Outstanding Equity Awards at 2006 Fiscal Year-End

	Option Awards								Stock Awards
	Number		Number
	of		of						Number			Market
	Securities		Securities						of			Value of
	Underlying		Underlying						Shares			Shares or
	Unexercised		Unexercised						or Units			Units of
	Options		Options		Option		Option		of Stock That			Stock
	(#)		(#)		Exercise		Expiration		Have Not			That Have
Name	Exercisable		Unexercisable		Price ($)		Date		Vested (#)			Not Vested ($)
Jeffrey F Brotman		—		—		—		—		200,000	(1)	$	428,000	(2)
Daniel J. Tierney(3)		10,000		—	$	8.00		10/28/2007		15,000	(1)(3)	$	32,100	(2)
		20,000		—	$	8.00		1/4/2009
		40,000		—	$	4.50		11/17/2009
		37,500		12,500	$	1.80		7/1/2008
		15,000		—	$	12.12		8/31/2009
Ashley Dean(4)		5,000		—	$	5.00		6/19/2010		—			—
		1,875		625	$	1.80		7/1/2008
		5,000		5,000	$	22.90		4/22/2009
		10,000		—	$	12.12		8/31/2009
Kenneth I. Tepper(5)		—		—		—		—		—			—
Daniel E. O’Brien(6)		1,875		625	$	1.80		7/1/2008		—			—
		5,000		5,000	$	11.75		3/2/2009
		5,000		—	$	12.12		8/31/2009
Richard B. Stern		—		50,000	$	2.19		10/4/2011		50,000	(1)	$	107,000	(2)

(1)	Mr. Brotman’s restricted stock will vest 25% on May 15, 2007, May 15, 2008, May 15, 2009, and May 15, 2010. Mr. Stern’s restricted stock will vest 33% on October 4, 2007, October 4, 2008, and October 4, 2009. Mr. Tierney’s restricted stock vested 100% upon his resignation on January 1, 2007.
(2)	Market value at December 29, 2006, based on closing market price of the common stock on December 29, 2006 of $2.14.
(3)	The number of exercisable options and expiration dates for Mr. Tierney are as of December 31, 2006, prior to his resignation on January 1, 2007. His options fully vested on the date of his resignation. Grant expiration dates were amended to be the shorter of two years from date of termination or ten years from date of grant. Mr. Tierney has an additional 12,500 options that will vest and become exercisable on July 1, 2007.
(4)	The number of exercisable options and expiration dates for Mr. Dean are as of December 31, 2006, prior to his resignation on January 24, 2007. All unexercisable options were cancelled upon his resignation. Mr. Dean’s 10,000 exercisable options granted on August 31, 2004 expired on February 23, 2007 and his remaining exercisable options expired on April 24, 2007.
(5)	Mr. Tepper’s options fully vested upon his resignation on March 13, 2006. His options expired three months following the date of his resignation.
(6)	Mr. O’Brien has 625 options that will vest on July 1, 2007, 2,500 options that vested on March 2, 2007, and 2,500 options that will vest on March 2, 2008.

2006 Option Exercises and Stock Vested Table

     The following table sets forth stock options exercised by the Named Executive Officers and each vesting of stock awards during the last fiscal year.

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	Option Awards		Stock Awards
	Number of Shares	Value	Number of Shares	Value
	Acquired	Realized	Acquired	Realized
Name	on Exercise (#)	on Exercise ($)	on Vesting (#)	on Vesting ($)
Jeffrey F. Brotman	—	—	—	—
Daniel E. O’Brien	—	—	—	—
Danial J. Tierney	—	—	15,000(1)	$30,750(2)
Ashley Dean	—	—	—	—
Kenneth L. Tepper	197,005(3)	$1,430,325	—	—
Richard B. Stern	—	—	—	—

(1)	Mr. Tierney’s restricted stock award vested upon his resignation on January 1, 2007.
(2)	Represents the value of restricted stock award disclosed in the “Outstanding Equity Awards at Fiscal Year-End Table,” calculated by multiplying the number of shares vested by the closing price of our stock on January 3, 2006.
(3)	On April 11, 2006, Mr. Tepper exercised options to acquire 113,890 shares pursuant to the cashless exercise provisions of his option grants, and received 92,940 shares as a result of such exercise. On April 24, 2006, Mr. Tepper exercised options to acquire 142,500 shares pursuant to the cashless exercise provisions of his option grants, and received 104,065 shares as a result of such exercise.

2006 Director Compensation

	Fees Earned
	or Paid in Cash		Total
Name(1)	($)		($)
Nancy L. Alperin		39,000		39,000
Tony C. Banks		20,667		20,667
Daniel G. Cohen(2)		112,500		112,500
Edward E. Cohen		150,000		150,000
Alan D. Schreiber		44,000		44,000
Harmon S. Spolan		45,000		45,000
John S. White(3)		—		—

(1)	Mr. Brotman, a director and Chairman, has been omitted from this table since he does not receive separate compensation for serving on our Board of Directors.
(2)	During the first nine months of 2006 when Mr. Cohen served as a director, he was paid a retainer of $112,500 representing the prorated amount of his annual retainer.
(3)	Mr. White joined our Board of Directors on January 4, 2007.

     As Chairman of the Board of Directors with continuing responsibility in the areas of strategic planning and corporate governance, Mr. Daniel G. Cohen entered into a retainer agreement with us in November 2005 that provided for an annual retainer payment of $150,000 for 2006. Mr. Cohen resigned as Chairman in September 2006. The actual amount of his retainer payment for 2006 represents the prorated portion of his annual retainer for the period of his 2006 service. Mr. E. Cohen, as Chairman of the Executive Committee of the Board of Directors, has the responsibility for Board of Directors oversight between meetings of the Board of Directors and, in connection with this responsibility, is paid a retainer of $150,000 per year.

     Except for the Chairman of the Executive Committee of the Board of Directors, members of the Board of Directors are paid an annual retainer of $25,000 and receive $1,000 for each formal meeting of the Board of Directors or a committee they attend. The Chairmen of the Audit, Compensation and Investment Committees are paid an additional retainer of $5,000 per year.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

					Number of securities remaining
					available for future issuance under
	Number of securities to be issued		Weighted-average exercise price of		equity compensation plans
	upon exercise of outstanding		outstanding options, warrants and		(excluding shares reflected in
	options, warrants and rights		rights		column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders:
1996 Restated Stock Incentive Plan		633,125	$	6.16		—
Omnibus Stock Incentive Plan		258,040		(1)		840,735
Equity compensation plans not approved by security holders:
2001 Nonqualified Stock Option Plan		25,000	$	12.12		—
Total		916,165				840,735

(1) All 258,040 shares outstanding under the Omnibus Stock Incentive Plan are restricted stock awards.

Principal Shareholders

     The following table sets forth the number and percentage of shares of common stock beneficially owned, as of April 23, 2007, by each of our directors and executive officers, all of our directors and executive officers as a group and other persons who beneficially own more than 5% of outstanding voting securities. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares issuable pursuant to options or warrants exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options but are not deemed to be outstanding for purposes of computing the percentage of any other person. Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such persons.

			Percent
Beneficial Owner	Number(1)(2)		of Class
GSO Funds(3)		2,019,445		9.9	%
280 Park Avenue New York, NY 10017
Peninsula Capital Management, LP(4)		2,051,395		10.1	%
235 Pine Street, Suite 1818 San Francisco, CA 94104
Elliott Associates, L.P.(5)		1,910,000		9.4	%
712 Fifth Avenue, 36th Floor New York, NY 10019
Lance Laifer(6)		1,109,004		5.5	%
112 West 27th Street New York, NY 10001
Edward E. Cohen(7)		1,097,066		5.3	%
1845 Walnut Street, 10th Floor Philadelphia, PA 19103

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			Percent
Beneficial Owner	Number(1)(2)		of Class
Kenneth L. Tepper(8)		336,915		1.7	%
430 N. Ithan Avenue Bryn Mawr, PA 19010
Jeffrey F. Brotman		200,021		1.0	%
5208 N.E. 122nd Avenue Portland, OR 97230
Danial J. Tierney(9)		150,000		*
P. O. Box 1177 Brush Prairie, WA 98606
Richard B. Stern		50,000		*
208 N.E. 122nd Avenue Portland, OR 97230
Alan D. Schreiber, M.D.		41,800		*
821 Westview Street Philadelphia, PA 19119
Harmon S. Spolan		21,000		*
1900 Market Street, 4th Floor Philadelphia, PA 19103
Nancy Alperin		19,000		*
1736 Pine Street, Suite 100 Philadelphia, PA 19103
Daniel E. O’Brien		14,375		*
5208 N.E. 122nd Avenue Portland, OR 97230
Ashley S. Dean(10)		2,203		*
1A Meadowbrook, Maxwell Way Crawley, West Sussex RH10 95A
Jon S. Pitcher		—		—
5208 N.E. 122nd Avenue Portland, OR 97230
Tony C. Banks		—		—
4263 Wedgewood Drive Copley, OH 44321
John S. White		—		—
1385 York Avenue Apartment 25C New York, NY 10021
Directors and executive officers as a group (10 persons)		1,443,262		7.0	%

*

Represents less than 1 percent.

(1)

The number of common shares that may be obtained upon exercise of options that are currently exercisable or exercisable within 60 days of April 23, 2007 are as follows: Mr. Edward E. Cohen 302,500 shares; Ms. Nancy Alperin 15,000 shares; Mr. Harmon S. Spolan 15,000 shares; Mr. Daniel E. O’Brien 14,375 shares, and Dr. Alan D. Schreiber 10,000 shares; and all executive officers and directors as a group, 356,875 shares.

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(2)	On May 15, 2006, Mr. Jeffrey F. Brotman received an award of 200,000 shares of restricted common stock. The award will vest 25% per year beginning May 15, 2007, so that the award will be fully vested in four years. On July 25, 2006, Mr. Daniel J. Tierney received an award of 15,000 shares of restricted common stock. Upon Mr. Tierney’s resignation on January 1, 2007, the award vested 100%. On October 4, 2006, Mr. Richard B. Stern received an award of 50,000 shares of restricted common stock. The award will vest 33.3% per year beginning October 4, 2007, so that the award will be fully vested in three years. The restricted stock awarded, whether or not vested, carries with it all stockholder rights, including the right to vote the shares. These shares are included in the number of shares reported as beneficially owned by Messrs. Brotman, Stern and Tierney. No dividends will be paid on the restricted stock.
(3)	This information is based upon a Schedule 13G dated January 30, 2007, and filed with the Securities and Exchange Commission (“SEC”). Each of GSO Credit Opportunities Fund (Helios), L.P., GSO Special Situations Overseas Benefit Plan Fund Ltd., GSO Special Situations Overseas Fund, Ltd. and GSO Domestic Capital Funding LLC, which are collectively referred to as the GSO Funds, holds warrants, which are collectively exercisable for the aggregate amount of 3,072,074 shares of common stock. GSO Special Situations Fund LP owns 100% of the equity in Domestic Capital Funding LLC. GSO Capital Partners LP is the investment manager to each of the GSO Funds and GSO Special Situations Fund LP and is therefore vested with investment discretion with respect to the warrants and the shares of common stock issuable upon exercise of the warrants. GSO LLC is the general partner of GSO Capital Partners LP, and in that capacity, directs its operations. Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover are the managing members of GSO LLC, and in that capacity, directs its operations. As such, each of the GSO Funds, Special Situations Fund LP, GSO Capital Partners LP, GSO LLC, Mr. Goodman, Mr. Smith and Mr. Ostrover, which are collectively referred to as the Reporting Persons, may be deemed a beneficial owner of the warrants and the shares of common stock issuable upon exercise of the warrants held by the GSO Funds. The number of shares reflected is equal to 9.99% of our issued and outstanding shares of common stock, as each of the warrants provides that in no event shall the holder of any warrant be entitled to exercise such warrant for any number of shares that, upon giving effect to such exercise, would cause the aggregate number of shares of our common stock owned by the reporting persons to exceed 9.99% of our outstanding shares of common stock following such exercise. The total number of shares for which the warrants are exercisable, absent the foregoing limitation, is 3,072,074.
(4)	This information is based upon a Schedule 13G dated February 5, 2007, and filed with the SEC, reporting that Peninsula Capital Management, LP has sole voting and sole dispositive power with respect to no shares, and shared voting and shared dispositive power with respect to 1,091,395 shares, and that Peninsula Master Fund, Ltd. has sole voting and sole dispositive power with respect to no shares, and shared voting and shared dispositive power with respect to 960,000 shares. Peninsula Capital Management, LP may be deemed to be the beneficial owner of such securities by virtue of its role as the investment manager of Peninsula Master Fund, Ltd. and the general partner of other investment funds which own such securities.
(5)	This information is based upon a Schedule 13G dated June 23, 2006, and filed with the SEC. Of these shares, 764,000 shares are owned by Elliot Associates, L.P. and 1,146,000 shares are owned by its wholly-owned subsidiaries Elliott International, L.P. and Elliott International Capital Advisors Inc.
(6)	Based on information as of April 30, 2007 received from Mr. Lance Laifer, as sole director and principal stockholder of Laifer Capital Management, Inc., Mr. Laifer is the beneficial owner of 1,109,004 shares of common stock. Laifer Capital Management, Inc., has the sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of 414,914 shares of common stock beneficially owned by Hilltop Partners, L.P., and sole power (i) to vote and to direct the voting of and (ii) to dispose and direct the disposition of 213,266 shares of common stock beneficially owned by Hilltop Offshore #2. Laifer shares with various Wolfson family entities the power to dispose and direct the disposition of 480,824 shares of common stock beneficially owned by the Wolfson entities. The Wolfson entities retain the sole power to vote and direct the voting of the shares of common stock owned by them. Mr. Laifer resigned from the Board of Directors on April 7, 2006.
(7)	Consists of 3,000 shares of common stock held directly, 37,522 shares held by a defined benefits plan of which Mr. Cohen is a beneficiary (with respect to which he disclaims beneficial ownership), 40,954 shares of common stock owned by individual retirement accounts for the benefit of Mr. Cohen and his spouse, 312,646 shares of common stock owned by a charitable foundation of which Mr. Cohen and his spouse are trustees (with respect to which he disclaims beneficial ownership), 400,444 shares of common stock held by a limited partnership of which Mr. Cohen and his spouse are the sole shareholders, officers and directors of the general

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	partner and are the sole limited partners, (with respect to which he disclaims beneficial ownership), and 302,500 shares acquirable upon exercise of options held by him.
(8)	Mr. Tepper resigned on March 13, 2006.
(9)	Mr. Tierney resigned on January 1, 2007.
(10)	Mr. Dean resigned on January 24, 2007.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

     In determining whether and to what extent we use service providers that have a relationship with any of our officers, directors or major shareholders, the Board of Directors assesses whether such service providers have experience, expertise or knowledge that are required or which would be inefficient and costly to replace. In all cases, we pay fair market value for any services provided by such parties, and any of our officers or directors who may have a relationship with such parties do not participate in the decision to retain such service providers or in their payment.

     In 2006, the law firm of Wolf, Block, Schorr & Solis-Cohen LLP provided legal services to us. Mr. Hersh Kozlov, who was one of our directors until his resignation on December 29, 2006, is a partner of such firm. Fees paid to such firm were $279,000 in 2006.

     In 2006, the law firm of Ledgewood, P.C., provided legal services to us. Mr. Jeffrey F. Brotman, our President, Chief Executive Officer and Chairman of the Board, was the President and Managing Partner of the law firm from 1992 to March 2006. Mr. Brotman remains of counsel at Ledgewood. Fees paid to such firm were $506,000 in 2006.

Director Independence

     The Board of Directors currently consists of seven directors, five of whom the Board of Directors has determined are independent within the meaning of NASD Rules 4200(a)(15) and 4350(d). The independent directors are Ms. Alperin, and Messrs. Schreiber, Spolan, Banks and White. Hersh Kozlov and Daniel G. Cohen also served as directors during 2006. Mr. Kozlov was an independent director within the meaning of NASD Rules 4200(a)(15) and 4350(d). Messrs. Banks and White replaced Messrs. Cohen and Kozlov. The standing committees of the Board of Directors are the Audit Committee, Compensation Committee, Executive Committee and Investment Committee. The Board of Directors as a group fulfills the nominating committee functions and nominees must be approved by a majority of the independent directors of our Board of Directors. The members of the Audit Committee and Compensation Committee meet the independence standards set forth in the Nasdaq listing standards.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     We incurred the following fees for services performed by our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), for fiscal years 2006 and 2005:

     Audit Fees: The aggregate fees billed by PwC for professional services rendered for the audit of our annual financial statements for the year ended December 31, 2006, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for 2006, and assistance with the review of documents filed with the SEC were $1,911,000. Audit fees for 2006 also included the audit of management’s report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Fees billed by PwC for the audit of our annual financial statements for 2005, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for 2005, and for assistance with review of documents filed with the SEC for 2005 were $1,858,000. Audit fees for 2006 and 2005 include fees billed in connection with the audit of the statutory financial statements of our United Kingdom subsidiaries.

     Audit-Related Fees: The aggregate fees billed by PwC for audit-related services were $22,000 in 2006 and $339,000 in 2005. Audit-related services include audits of TRM Inventory Funding Trust, the vehicle that provides us with cash to supply our ATMs, and financial due diligence on prospective acquisitions.

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     Tax Fees: The aggregate fees billed by PwC for professional tax services were $135,000 in 2006 and $261,000 in 2005. Professional tax services during 2006 and 2005 consisted of compliance, planning and advice relating to United States, United Kingdom and Canadian taxes.

     All Other Fees: None.

     The entirety of services provided by our independent registered public accounting firm for 2006 were provided by full-time employees of PwC.

     PwC did not provide us with any non-audit services during 2006.

     Exchange Act rules generally require any engagement by a public company of an accountant to provide audit or non-audit services to be pre-approved by the audit committee of that company. This pre-approval requirement is waived with respect to the provision of services other than audit, review or attest services if certain conditions as set forth in Rule 2-01(c)(7)(i)(C) under the Exchange Act are met. All of the audit-related and tax services described above were pre-approved by the audit committee and, therefore, were not provided pursuant to a waiver of the pre-approval requirements set forth in such rule.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Documents filed as part of this report
1.	Financial Statements

	Page in this Report
Report of Independent Registered Public Accounting Firm		37
Consolidated Balance Sheets as of December 31, 2005 and 2006		40
Consolidated Statements of Operations for the years ended December 31, 2004, 2005 and 2006		41
Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2004, 2005 and 2006		42
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2005 and 2006		43
Notes to Consolidated Financial Statements		44

2. Financial Statement Schedules:

II — Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits:

          (a) The exhibits listed below are filed as part of this report

Exhibit
Number
2.1	Share Purchase Agreement dated May 18, 2006 between TRM Copy Centers (USA) Corporation, and Digital 4 Convenience PLC
2.2	Asset Purchase Agreement dated December 14, 2006 between TRM (Canada) Corporation, EZEE ATM LP, and TRM Corporation
2.3	Asset Purchase Agreement dated December 13, 2006, by and among Skyview Capital, LLC, TRM Copy Centers, LLC, TRM Corporation, and TRM Copy Centers (USA) Corporation
2.4	Agreement dated January 24, 2007 between TRM Corporation, and Notemachine Limited
3.1	(a)	Amendments to the Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(a) of Form 10-K for the fiscal year ended June 30, 1998)
	(b)	Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(b) of Form 10-K for the fiscal year ended June 30, 1998)
3.2	Restated Bylaws (incorporated herein by reference to Exhibit 3.2 of Form 10-K for the fiscal year ended June 30, 1998)
4.1	Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 of Form S-3/A filed on August 25, 2004 [No. 333-116748])
4.3	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1)
4.4	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2)
4.5	Warrant to GSO Credit Opportunities Fund (Helios), L.P. (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on November 22, 2006)

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Exhibit
Number
4.6	Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd. (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on November 22, 2006)
4.7	Warrant to GSO Special Situations Fund Ltd. (incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on November 22, 2006)
4.8	Warrant to GSO Domestic Capital Funding Partners LP (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on November 22, 2006)
10.1	a)	Lease dated October 14, 1991 between Pacific Realty Associates, L. P. and Registrant (for Registrant’s training facility in Portland, Oregon) (incorporated herein by reference to Exhibit 10.7 of Form S-1 dated November 8, 1991 [No. 33-43829])
	b)	Lease amendment dated February 7, 1994, between Pacific Realty Associates, L.P. and Registrant (incorporated herein by reference to Exhibit 10.7 of Form 10-K for the fiscal year ended June 30, 1994)
	c)	Lease amendment dated August 10, 1994, between Pacific Realty Associates, L.P. and Registrant (incorporated herein by reference to Exhibit 10.5 of Form 10-K for the fiscal year ended June 30, 1995)
	d)	Lease dated August 10, 1994 between Pacific Realty Associates, L.P. and Registrant (for the Registrant’s corporate headquarters in Portland, Oregon) (incorporated herein by reference to Exhibit 10.4 of Form 10-K for the fiscal year ended June 30, 1995)
	e)	Lease amendment dated March 31, 2003 between Pacific Realty Associates, L.P. and Registrant (for the Registrant’s training facility in Portland, Oregon) (incorporated herein by reference to Exhibit 10.2 (e) of Form 10-K for the fiscal year ended December 31, 2003)
10.2	TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Appendix B to Notice of Annual Meeting of Shareholders and Proxy Statement dated May 17, 2005)
10.3	a)	Form of Incentive Stock Option Agreement under TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2(a) of Form 10-Q for the period ended June 30, 2005)
	b)	Form of Non Qualified Stock Option agreement under TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2(b) of Form 10-Q for the period ended June 30, 2005)
	c)	Form of Award Agreement under TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2(c) of Form 10-Q for the period ended June 30, 2005)
10.4	Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 28.1 of Form S-8 dated December 7, 1992 [No. 33-55370])

10.5 Form of Stock Option Agreements:

a)	For option grants before fiscal 1994 (incorporated herein by reference to Exhibit 10.9 of Form S-1 dated November 8, 1991 [No. 33-43829])
b)	For option grants during fiscal 1994 (incorporated herein by reference to Exhibit 10.10 of Form 10-K for the fiscal year ended June 30, 1994)
c)	For option grants during fiscal 1995 (incorporated herein by reference to Exhibit 10.8 of Form 10-K for the fiscal year ended June 30, 1995)

10.6 Employment Agreements:

a)	Employment Agreement dated August 12, 2005, with Daniel E. O’Brien (incorporated herein by reference to Exhibit 10.7(f) of Form 10-Q for the period ended June 30, 2005)
b)	Employment Agreement dated May 3, 2006 by and between TRM Corporation and Jeffrey F. Brotman (incorporated herein by reference to Exhibit 10.7(i) of Form 10-Q filed for the quarter ended March 31, 2006)
c)	Employment Agreement dated September 15, 2006, by and between TRM Corporation and Richard B. Stern (incorporated herein by reference to Exhibit 10.7(l) of Form 10-Q filed for the quarter ended September 30, 2006)
d)	Consulting Agreement dated December 12, 2006, by and between TRM Corporation and Danial J. Tierney

89

Exhibit
Number
		e)	Severance Agreement dated December 12, 2006 by and between TRM Corporation and Danial J. Tierney
		f)	Employment Agreement dated April 1, 2004, with Ashley S. Dean (incorporated herein by reference to Exhibit 10.6(e) of Form S-3 filed on June 23, 2004)
		g)	Retainer Agreement dated May 3, 2006 by and between TRM Corporation and Amy B. Krallman (incorporated herein by reference to Exhibit 10.7(j) of Form 10-Q filed for the quarter ended March 1, 2006)
10.7	a)	Credit Agreement dated as of November 19, 2004, among TRM Corporation, TRM (ATM) Limited and certain subsidiaries, as Guarantors, and Bank of America, N.A. and other lenders party thereto (incorporated herein by reference to Exhibit 2.2 of Form 8-K filed November 26, 2004)
	b)	First Amendment and Waiver to Credit Agreement, dated as of November 14, 2005, among TRM Corporation, TRM (ATM) Limited and certain subsidiaries, as Guarantors, and Bank of America, N.A. and other lenders party thereto (incorporated herein by reference to Exhibit 10.8 of Form 10-Q for the period ended September 30, 2005)
	c)	Forbearance Agreement and Amendment, dated as of March 16, 2006 among TRM Corporation, TRM (ATM) Limited, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A. (incorporated herein by referenced to Exhibit 10.1 of Form 8-K filed March 20, 2006)
10.8	a)	Loan and Servicing Agreement dated March 17, 2000 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, Bank Deutsche Genossenschaftsbank AG, and Keybank National Association (incorporated herein by reference to Exhibit 10.11 of Form 10-Q for the quarter ended March 31, 2000)
	b)	Third Amendment to Loan and Servicing Agreement dated as of April 23, 2002 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.9 of Form 10-Q for the quarter ended June 30, 2002)
	c)	Fourth Amendment to Loan and Servicing Agreement dated as of July 22, 2002 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.10 of Form 10-Q for the quarter ended June 30, 2002)
	d)	Fifth Amendment to Loan and Servicing Agreement dated as of April 23, 2003 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
	e)	Sixth Amendment to Loan and Servicing Agreement dated as of May 28, 2003 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association,
	f)	Seventh Amendment to Loan and Servicing Agreement dated as of July 21, 2004 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
	g)	Eighth Amendment to Loan and Servicing Agreement dated as of November 19, 2004 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 2.3 of Form 8-K filed November 26, 2004)
	h)	Ninth Amendment to Loan and Servicing Agreement dated as of March 30, 2005 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.10 (c) of Form 10-K for the fiscal year ended December 31, 2004)
	i)	Tenth Amendment to Loan and Servicing Agreement dated as of July 21, 2005 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association, as Collateral Agent
	j)	Forbearance Agreement dated March 28, 2006 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on March 29, 2006)

90

Exhibit
Number
	k)	Eleventh Amendment to Loan and Servicing Agreement dated as of June 1, 2006 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
	l)	Twelfth Amendment to Loan and Servicing Agreement dated as of September 30, 2006 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.15 of Form 10-Q for the quarter ended September 30, 2007)
	m)	Thirteenth Amendment to Loan and Servicing Agreement dated as of January 31, 2007 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
10.9	a)	Rental Agreement by and between TRM (ATM) Limited and NCR Limited dated August 13, 2002 (incorporated herein by reference to Exhibit 10.14 of Form 10-Q for the quarter ended September 30, 2002)
	b)	Supplemental Agreement by and between TRM (ATM) Limited and NCR Limited dated August 13, 2002 (incorporated herein by reference to Exhibit 10.15 of Form 10-Q for the quarter ended September 30, 2002)
10.10	a)	Credit Agreement dated June 6, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as Borrowers, the Subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent, Revolving Lender, Swing Line Lender and L/C Issuer, and GSO Origination Funding Partners LP, the other lenders identified therein (incorporated herein by reference to Exhibit 10.8 of Form 10-Q filed for the quarter ended June 30, 2006)
	b)	Second Lien Loan Agreement dated June 6, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as Borrowers, the Subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent, Revolving Lender, Swing Line Lender and L/C Issuer, and GSO Origination Funding Partners LP, the other lenders identified therein (incorporated herein by reference to Exhibit 10.9 of Form 10-Q filed for the quarter ended June 30, 2006)
	c)	Facility Agreement by and among TRM (ATM) Limited and GSO Luxembourg Onshore Funding SarL dated June 6, 2006 (incorporated herein by reference to Exhibit 10.10 of Form 10-Q filed for the quarter ended June 30, 2006)
	d)	First Amendment to Credit Agreement dated November 20, 2006, among TRM Corporation, TRM ATM Corporation, TRM Copy Centers (USA) Corporation, as Borrowers, the subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent and as a Lender and GSO Origination Funding Partners, LP, as a Lender (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on November 22, 2006)
	e)	Amended and Restated Second Lien Loan Agreement dated November 20, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as Borrowers, the Subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent, GSO Origination Funding Partners LP, and the other lenders identified therein (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on November 22, 2006)
	f)	Supplemental Deed Amending a Facility Agreement dated November 2006, by and among TRM (ATM) Limited, GSO Luxembourg Onshore Funding SarL, Wells Fargo Foothill, Inc. and TRM Corporation (incorporated herein by reference to Exhibit 10.3 of Form 8-K filed on November 22, 2006)
	g)	Registration Rights Agreement dated November 20, 2006 (incorporated herein by reference to Exhibit 10.4 of Form 8-K filed on November 22, 2006)
21.1	Subsidiaries of the Registrant
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

91

Exhibit
Number
31.3	Certification of Principal Accounting Officer to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350
32.3	Certification of Principal Accounting Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350

92

SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Portland, Oregon, on May 23, 2007.

TRM CORPORATION
By:	/s/ Jeffrey F. Brotman
	Jeffrey F. Brotman
	President and Chief Executive Officer

POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on May 23, 2007 on behalf of the Registrant and in the capacities indicated:

Signature	Title
/s/ Jeffrey F. Brotman	President and Chief Executive Officer
Jeffrey F. Brotman	(Principal Executive Officer)
/s/ Daniel E. O’Brien	Chief Financial Officer
Daniel E. O’Brien	(Principal Financial Officer)
/s/ Jon S. Pitcher	Principal Accounting Officer
Jon S. Pitcher	(Principal Accounting Officer)
/s/ Nancy Alperin	Director
Nancy Alperin
/s/ Tony C. Banks	Director
Tony C. Banks
/s/ Edward E. Cohen	Director
Edward E. Cohen
/s/ Alan D. Schreiber	Director
Alan D. Schreiber
/s/ Harmon S. Spolan	Director
Harmon S. Spolan
/s/ Richard B. Stern	Director
Richard B. Stern(1)
/s/ John S White	Director
John S. White

(1) Richard B. Stern was appointed to the Company’s Board of Directors on May 21, 2007.

93

EXHIBIT INDEX

Exhibit
Number
2.1	Share Purchase Agreement dated May 18, 2006 between TRM Copy Centers (USA) Corporation, and Digital 4 Convenience PLC
2.2	Asset Purchase Agreement dated December 14, 2006 between TRM (Canada) Corporation, EZEE ATM LP, and TRM Corporation
2.3	Asset Purchase Agreement dated December 13, 2006, by and among Skyview Capital, LLC, TRM Copy Centers, LLC, TRM Corporation, and TRM Copy Centers (USA) Corporation
2.4	Agreement dated January 24, 2007 between TRM Corporation, and Notemachine Limited
3.1	(a)	Amendments to the Restated Articles of Incorporation (incorporated herein by reference to
		Exhibit 3.1(a) of Form 10-K for the fiscal year ended June 30, 1998)
	(b)	Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(b) of
		Form 10-K for the fiscal year ended June 30, 1998)
3.2	Restated Bylaws (incorporated herein by reference to Exhibit 3.2 of Form 10-K for the fiscal year ended June 30, 1998)
4.1	Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 of Form S-3/A filed on August 25, 2004 [No. 333-116748])
4.3	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1)
4.4	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2)
4.5	Warrant to GSO Credit Opportunities Fund (Helios), L.P. (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on November 22, 2006)
4.6	Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd. (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on November 22, 2006)
4.7	Warrant to GSO Special Situations Fund Ltd. (incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on November 22, 2006)
4.8	Warrant to GSO Domestic Capital Funding Partners LP (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on November 22, 2006)
10.1	a)	Lease dated October 14, 1991 between Pacific Realty Associates, L. P. and Registrant (for Registrant’s training facility in Portland, Oregon) (incorporated herein by reference to Exhibit 10.7 of Form S-1 dated November 8, 1991 [No. 33-43829])
	b)	Lease amendment dated February 7, 1994, between Pacific Realty Associates, L.P. and Registrant (incorporated herein by reference to Exhibit 10.7 of Form 10-K for the fiscal year ended June 30, 1994)
	c)	Lease amendment dated August 10, 1994, between Pacific Realty Associates, L.P. and Registrant (incorporated herein by reference to Exhibit 10.5 of Form 10-K for the fiscal year ended June 30, 1995)
	d)	Lease dated August 10, 1994 between Pacific Realty Associates, L.P. and Registrant (for the Registrant’s corporate headquarters in Portland, Oregon) (incorporated herein by reference to Exhibit 10.4 of Form 10-K for the fiscal year ended June 30, 1995)
	e)	Lease amendment dated March 31, 2003 between Pacific Realty Associates, L.P. and Registrant (for the Registrant’s training facility in Portland, Oregon) (incorporated herein by reference to Exhibit 10.2 (e) of Form 10-K for the fiscal year ended December 31, 2003)
10.3	a)	Form of Incentive Stock Option Agreement under TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2(a) of Form 10-Q for the period ended June 30, 2005)

94

Exhibit
Number
	b)	Form of Non Qualified Stock Option agreement under TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2(b) of Form 10-Q for the period ended June 30, 2005)
	c)	Form of Award Agreement under TRM Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2(c) of Form 10-Q for the period ended June 30, 2005)
10.4	Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 28.1 of Form S-8 dated December 7, 1992 [No. 33-55370])
10.5	Form of Stock Option Agreements:
		a)	For option grants before fiscal 1994 (incorporated herein by reference to Exhibit 10.9 of Form S-1 dated November 8, 1991 [No. 33-43829])
		b)	For option grants during fiscal 1994 (incorporated herein by reference to Exhibit 10.10 of Form 10-K for the fiscal year ended June 30, 1994)
		c)	For option grants during fiscal 1995 (incorporated herein by reference to Exhibit 10.8 of Form 10-K for the fiscal year ended June 30, 1995)
10.6	Employment Agreements:
		f)	Employment Agreement dated August 12, 2005, with Daniel E. O’Brien (incorporated herein by reference to Exhibit 10.7(f) of Form 10-Q for the period ended June 30, 2005)
		g)	Employment Agreement dated May 3, 2006 by and between TRM Corporation and Jeffrey F. Brotman (incorporated herein by reference to Exhibit 10.7(i) of Form 10-Q filed for the quarter ended March 31, 2006)
		h)	Employment Agreement dated September 15, 2006, by and between TRM Corporation and Richard B. Stern (incorporated herein by reference to Exhibit 10.7(l) of Form 10-Q filed for the quarter ended September 30, 2006)
		i)	Consulting Agreement dated December 12, 2006, by and between TRM Corporation and Danial J. Tierney
		j)	Severance Agreement dated December 12, 2006 by and between TRM Corporation and Danial J. Tierney
		f)	Employment Agreement dated April 1, 2004, with Ashley S. Dean (incorporated herein by reference to Exhibit 10.6(e) of Form S-3 filed on June 23, 2004)
		g)	Retainer Agreement dated May 3, 2006 by and between TRM Corporation and Amy B. Krallman (incorporated herein by reference to Exhibit 10.7(j) of Form 10-Q filed for the quarter ended March 1, 2006)
10.7	a)	Credit Agreement dated as of November 19, 2004, among TRM Corporation, TRM (ATM) Limited and certain subsidiaries, as Guarantors, and Bank of America, N.A. and other lenders party thereto (incorporated herein by reference to Exhibit 2.2 of Form 8-K filed November 26, 2004)
	b)	First Amendment and Waiver to Credit Agreement, dated as of November 14, 2005, among TRM Corporation, TRM (ATM) Limited and certain subsidiaries, as Guarantors, and Bank of America, N.A. and other lenders party thereto (incorporated herein by reference to Exhibit 10.8 of Form 10-Q for the period ended September 30, 2005)
	c)	Forbearance Agreement and Amendment, dated as of March 16, 2006 among TRM Corporation, TRM (ATM) Limited, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A. (incorporated herein by referenced to Exhibit 10.1 of Form 8-K filed March 20, 2006)
10.8	a)	Loan and Servicing Agreement dated March 17, 2000 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, Bank Deutsche Genossenschaftsbank AG, and Keybank National Association (incorporated herein by reference to Exhibit 10.11 of Form 10-Q for the quarter ended March 31, 2000)

95

Exhibit
Number
	b)	Third Amendment to Loan and Servicing Agreement dated as of April 23, 2002 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.9 of Form 10-Q for the quarter ended June 30, 2002)
	c)	Fourth Amendment to Loan and Servicing Agreement dated as of July 22, 2002 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.10 of Form 10-Q for the quarter ended June 30, 2002)
	d)	Fifth Amendment to Loan and Servicing Agreement dated as of April 23, 2003 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
	e)	Sixth Amendment to Loan and Servicing Agreement dated as of May 28, 2003 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association,
	f)	Seventh Amendment to Loan and Servicing Agreement dated as of July 21, 2004 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company, LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
	g)	Eighth Amendment to Loan and Servicing Agreement dated as of November 19, 2004 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 2.3 of Form 8-K filed November 26, 2004)
	h)	Ninth Amendment to Loan and Servicing Agreement dated as of March 30, 2005 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.10 (c) of Form 10-K for the fiscal year ended December 31, 2004)
	i)	Tenth Amendment to Loan and Servicing Agreement dated as of July 21, 2005 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association, as Collateral Agent
	j)	Forbearance Agreement dated March 28, 2006 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on March 29, 2006)
	k)	Eleventh Amendment to Loan and Servicing Agreement dated as of June 1, 2006 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
	l)	Twelfth Amendment to Loan and Servicing Agreement dated as of September 30, 2006 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.15 of Form 10-Q for the quarter ended September 30, 2007)
	m)	Thirteenth Amendment to Loan and Servicing Agreement dated as of January 31, 2007 among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association
10.9	a)	Rental Agreement by and between TRM (ATM) Limited and NCR Limited dated August 13, 2002 (incorporated herein by reference to Exhibit 10.14 of Form 10-Q for the quarter ended September 30, 2002)
	b)	Supplemental Agreement by and between TRM (ATM) Limited and NCR Limited dated August 13, 2002 (incorporated herein by reference to Exhibit 10.15 of Form 10-Q for the quarter ended September 30, 2002)

96

Exhibit
Number
10.10	a)	Credit Agreement dated June 6, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as Borrowers, the Subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent, Revolving Lender, Swing Line Lender and L/C Issuer, and GSO Origination Funding Partners LP, the other lenders identified therein (incorporated herein by reference to Exhibit 10.8 of Form 10-Q filed for the quarter ended June 30, 2006)
	b)	Second Lien Loan Agreement dated June 6, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as Borrowers, the Subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent, Revolving Lender, Swing Line Lender and L/C Issuer, and GSO Origination Funding Partners LP, the other lenders identified therein (incorporated herein by reference to Exhibit 10.9 of Form 10-Q filed for the quarter ended June 30, 2006)
	c)	Facility Agreement by and among TRM (ATM) Limited and GSO Luxembourg Onshore Funding SarL dated June 6, 2006 (incorporated herein by reference to Exhibit 10.10 of Form 10-Q filed for the quarter ended June 30, 2006)
	d)	First Amendment to Credit Agreement dated November 20, 2006, among TRM Corporation, TRM ATM Corporation, TRM Copy Centers (USA) Corporation, as Borrowers, the subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent and as a Lender and GSO Origination Funding Partners, LP, as a Lender (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on November 22, 2006)
	e)	Amended and Restated Second Lien Loan Agreement dated November 20, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as Borrowers, the Subsidiaries of the Borrowers identified therein, Wells Fargo Foothill, Inc., as Administrative Agent, GSO Origination Funding Partners LP, and the other lenders identified therein (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on November 22, 2006)
	f)	Supplemental Deed Amending a Facility Agreement dated November 2006, by and among TRM (ATM) Limited, GSO Luxembourg Onshore Funding SarL, Wells Fargo Foothill, Inc. and TRM Corporation (incorporated herein by reference to Exhibit 10.3 of Form 8-K filed on November 22, 2006)
	g)	Registration Rights Agreement dated November 20, 2006 (incorporated herein by reference to Exhibit 10.4 of Form 8-K filed on November 22, 2006)
21.1	Subsidiaries of the Registrant
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of Principal Accounting Officer to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350
32.3	Certification of Principal Accounting Officer of TRM Corporation pursuant to 18 U.S.C. Section 1350

97

Schedule II – Valuation and Qualifying Accounts

Years ended December 31, 2004, 2005 and 2006
(In thousands)

			Additions		Additions
	Balance at		Charged to		Charged to									Balance at
	Beginning		Costs and		Other			Deductions -						End of
	of Period		Expenses		Accounts			Write Offs			Reclassifications			Period
Year ended December 31, 2004
Allowance for deferred taxes	$	1,600	$	—	$	—		$	(350	)	$	—		$	1,250
Allowance for doubtful accounts		256		31		436	(1)		(191	)		—			532
Year ended December 31, 2005
Allowance for deferred taxes		1,250		—		—			(34	)		—			1,216
Allowance for doubtful accounts		532		1,832		—			(622	)		—			1,742
Year ended December 31, 2006
Allowance for deferred taxes		1,216		41,332		—			—			(4,899	)(2)		37,649
Allowance for doubtful accounts		1,742		912		—			(1,140	)		(1,046	)(2)		468

1	Allowance recorded in connection with eFunds Corporation acquisition (see Note 5)
2	Reclassified as assets held for sale

EX-2.1

Exhibit 2.1

Dated 18 May 2006

TRM COPY CENTERS (USA) CORPORATION

and

DIGITAL 4 CONVENIENCE PLC

SHARE PURCHASE AGREEMENT

asb law
Innovis House
108 High Street
Crawley
RH10 1AS

Tel: + 44 1292 603603
Fax: + 44 1293 603666
Ref: 487005/3/BJG

THIS AGREEMENT made the 18 day of May Two thousand and six
BETWEEN

(1)	TRM Copy Centers (USA) Corporation incorporated and registered in the State of Oregon with US Federal Identity number 93-0815647 whose address is at 5208 N.E. 122nd Avenue, Portland, Oregon USA 97230-1074 (the Seller)
(2)	Digital 4 Convenience PLC incorporated and registered in England and Wales with company number 5236099 whose registered office is at 3 The Grove, Chipperfield Road, Kings Langley, Hertfordshire WD4 9JF (the Buyer)

RECITALS

The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this Agreement

IT IS AGREED THAT

1	INTERPRETATION
1.1	The definitions and rules of interpretation in this clause apply in this Agreement

“Accounts”	the financial statements of the Company as at and to the Accounts Date, comprising the individual accounts of the Company, the balance sheet, profit and loss account (copies of which are attached to the Disclosure Letter)
“Accounts Date”	31 December 2005
“Aggregate Meter Readings”	the sum of all Meter Readings to be calculated by the Seller prior to the Completion Date
“Assets”	those assets to be listed at Schedule 6 on Completion

“Assumptions”	The factual statements contained in Schedule 5
“ATM Transfer Agreement”	the agreement between the Company and TRM (ATM) Limited to be executed immediately prior to Completion
“Book Debts”	the current debtors of the Company as at Completion to be assigned to TRM (ATM) Limited immediately prior to Completion pursuant to the ATM Transfer Agreement and collected pursuant to Clause 8.1 of this Agreement
“Business Day”	a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business
“Buyer’s Solicitors”	Sherrards Solicitors, 45 Grosvenor Road, St Albans, Hertfordshire AL1 3AW
“CAA 2001”	the Capital Allowances Act 2001
“Cash at Bank”	cash in all accounts of the Company including any monies held on deposit at the Completion Date
“Claim and Substantiated Claim”	have the meanings set out respectively in clause 6 (Limitations on claims)
“Company”	TRM Copy Centres (U.K.) Limited, a company incorporated and registered in England and Wales with company number 3220922 whose registered office is at 1a Meadowbrook, Crawley, West Sussex RH10 9SA further details of which are set out in Part 1 of Schedule 1 (Particulars of the Company)

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“Companies Acts”	the Companies Act 1985 and the Companies Act 1989
“Completion”	completion of the sale and purchase of the Sale Shares in accordance with this Agreement
“Completion Date”	25th May 2006 or any other date agreed in writing by the Seller and the Buyer
“Conditions”	the conditions set out in Schedule 8
“Connected”	in relation to a person, has the meaning contained in section 839 of the ICTA 1988
“Control”	in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
	(a)	by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
	(b)	by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate,
	and a “Change of Control” occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it
“Copier Business”	the provision of photocopiers by the Company to commercial businesses for the purposes of

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	extracting ongoing revenue
“Customer”	a business or individual party to a Customer Contract
“Customer Contracts”	all contracts between the Company and its customers as at Completion in respect of the Copier Business
“Director”	each person who is a director of the Company, the names of whom are set out in Part 1 of Schedule 1 (Particulars of the company)
“Disclosed”	fully and fairly disclosed in or under the Disclosure Letter
“Disclosure Letter”	the letter from the Seller to the Buyer with the same date as this Agreement and described as the disclosure letter, including the bundle of documents attached to it (“Disclosure Bundle”) as may be re-issued and updated on Completion
“Employees”	All of the employees of the Company whose contracts of employment will transfer to TRM (ATM) Limited pursuant to the ATM Transfer Agreement
“Encumbrance”	any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security, interest, title, retention or any other security agreement or arrangement
“Equipment Leases”	the third party equipment leases between the

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	Company and the Lessors details of which are to be set out in Schedule 9 on Completion
“Excluded Assets”	the Property Leases, Cash at Bank, Parts, Book Debts and all right and title to the Telephone Number, and all rights in any signage, branding and promotional materials relating to the Assets
“FSMA”	the Financial Services and Markets Act 2000
“Group”	in relation to a company (wherever incorporated) that company, any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company; and each company in a group is a member of the group Unless the context otherwise requires, the application of the definition of Group to any company at any time will apply to the company as it is at that time
“Group Relief”	Any or all of the following:
	(a)	relief surrendered or claimed pursuant to Chapter IV Part X ICTA 1988;
	(b)	advance corporation tax surrendered or claimed pursuant to section 240 ICTA 1988 (set off of company’s surplus advance corporation tax against subsidiary’s liability to corporation tax);
	(c)	a Tax refund relating to an accounting period as defined in section 102(3) of the

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		Finance Act 1989 (surrender of company Tax refund etc within group) in respect of which a notice has been given pursuant to section 102(2) of that statute; and
	(d)	eligible unrelieved foreign Tax surrendered or claimed pursuant to The Double Taxation Relief (Surrender of Relievable Tax within a Group) Regulations 2001
“ICTA 1988”	the Income and Corporation Taxes Act 1988
“IHTA 1984”	the Inheritance Tax Act 1984
“Lessors”	Barclays Technology Finance Limited and First Asset Rentals Limited
“Meter Readings”	the total number of copies made as recorded in the memory of the photocopiers comprised in the Assets
“Memorandum of Understanding”	the memorandum of understanding between the Seller and the Buyer dated 23 March 2006
“Net Revenue”	the average net revenue per calendar month of the Company for the period from 1 November 2005 to 30 April 2006 as set out in paragraph 6 of the Assumptions and incorporating the Aggregate Meter Readings
“Parts”	those parts excluded from the sale and transferred to TRM (ATM) Limited pursuant to the ATM Transfer Agreement

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“Property Leases”	the leases described at Schedule 4
“Purchase Price”	the purchase price for the Sale Shares to be paid by the Buyer to the Seller in accordance with clause 3 (Purchase price)
“Retention Sum”	the sum of £100,000 to be held by the Sellers Solicitors for six months following Completion pending notice from the Buyer of any Claim and to be dealt with in accordance with Clause 5.6
“Retention Account”	an interest bearing client account with the Royal Bank of Scotland plc created by the Seller’s Solicitors to hold the Retention Sum in accordance with the terms of this Agreement until the Retention Date
“Retention Date”	the date 20 Business Days after the date falling 6 months following the Completion Date
“Sale Shares”	the one million two hundred and eighty thousand and fifty two ordinary shares of £1 each in the Company, all of which have been issued and are fully paid
“SLA”	an agreement between the Seller and the Company pursuant to which the Seller will provide (or procure the provision of) first and second line service to include response to incoming customer calls to the Company’s help desk within 8 hours and on-site attendance to effect repair to copiers, including the provision of parts within 48 working hours of fault notification.

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“Seller’s Solicitors”	ASB Law of Innovis House, 108 High Street, Crawley, RH10 1AS
“Subsidiary”	in relation to a company wherever incorporated (a holding company) means a “subsidiary” as defined in section 736 of the Companies Act 1985 and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company Unless the context otherwise requires, the application of the definition of Subsidiary to any company at any time will apply to the company as it is at that time
“Tax”	all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction, and any penalty, fine, surcharge, interest, charges or costs relating thereto, and “Taxation” shall have the same meaning
“Taxation Authority”	the Inland Revenue, HM Customs & Excise, HM Revenue & Customs, the Department of Social Security and any other governmental or other authority whatsoever competent to impose any Tax, whether in the United Kingdom or elsewhere
“Tax Warranties”	the Warranties in Part 2 of Schedule 3 (Warranties)
“Telephone Number”	the telephone number 0800 899433

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“TCGA 1992”	the Taxation of Chargeable Gains Act 1992
“TMA 1970”	the Taxes Management Act 1970
“Transaction”	the transaction contemplated by this Agreement or any part of that transaction
“VATA 1994”	the Value Added Tax Act 1994
“Warranties”	the representations and warranties in clause 5 (Warranties) and Schedule 3 (Warranties)

1.2	Clause and schedule headings do not affect the interpretation of this Agreement
1.3	A person includes a corporate or unincorporated body
1.4	Words in the singular include the plural and in the plural include the singular
1.5	A reference to one gender includes a reference to the other gender
1.6	A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it
1.7	Writing or written includes faxes but not e-mail
1.8	Documents in agreed form are documents in the form agreed by the parties or on their behalf and initialled by them or on their behalf for identification
1.9	A reference in this Agreement to other documents referred to in this Agreement or similar expression is a reference to the following documents:

1.9.1	the Disclosure Letter; and
1.9.2	the ATM Transfer Agreement

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1.10	References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule
1.11	References to this Agreement include this Agreement as amended or varied in accordance with its terms
1.12	References to “Subsidiary” or “Subsidiaries” are references to a Subsidiary or Subsidiaries of the Company
2	SALE AND PURCHASE
	On the terms of this Agreement, the Seller shall sell and the Buyer shall buy, with effect from Completion, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights that attach (or may in the future attach) to them including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this Agreement
2A	CONDITIONS
2A.1	Completion of this Agreement is subject to the Conditions being satisfied or waived by the date and time provided in Clause 2A.4
2A.2	If any of the Conditions are not satisfied or waived by the date and time referred to in Clause 2A.1 and 2A.4, this Agreement shall cease to have effect immediately after that date and time except for:

2A.2.1	the provisions set out in Clause 2A.3; and
2A.2.2	any rights or liabilities that have accrued under this Agreement

2A.3	Clauses 1, 2A, 12, 15, 16, 17 and 22 shall continue to have effect, notwithstanding failure to waive or satisfy the Conditions
2A.4	The Seller and the Buyer shall use all reasonable endeavours to procure that the Conditions are satisfied as soon as practicable and in any event no later than 6pm British Summer Time on the Completion Date

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3	PURCHASE PRICE
3.1	The Purchase Price is £2,850,000 subject to adjustment in accordance with the provisions of Clause 3.2 below and payable to the Seller in accordance with Clause 3.3 below.
3.2	The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer for a breach of any Warranty and any amount which the Buyer is entitled to deduct from the Retention Sum pursuant to clause 5.5 of this Agreement on the Retention Date.
3.3	The Purchase Price less any deposit (if any) and less the sum of £591,148.18 being the outstanding liability of the Company to the Lessors under the Equipment Leases shall be paid in cash to the Seller’s Solicitors by the Buyer on Completion.
3.4	The Purchase Price shall be reduced by 1% for every whole 2.25% reduction in Net Revenue (as illustrated below) save that any reduction made shall not exceed £2,850,000:

Net Revenue achieved	Purchase Price payable
£204,750 (100%)	£2,850,000 (100%)
£200,143.12 (97.75%)	£2,821,500 (99%)
£195,536.24 (95.50%)	£2,793,000 (98%)

4	COMPLETION
4.1	Completion shall take place immediately on the Completion Date:

4.1.1	at the offices of the Seller’s Solicitors; or
4.1.2	at any other place or time as agreed in writing by the Seller and the Buyer

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4.2	Immediately prior to Completion the Seller shall procure that the Excluded Assets shall be transferred out of the ownership of the Company insofar as it is able to do so save that clause 7 shall apply to the Property Leases.
4.3	At Completion the Seller shall:

4.3.1	deliver or cause to be delivered the documents and evidence set out in Part 1 of Schedule 2;
4.3.2	procure that a board meeting of the Company is held at which the matters identified in Part 2 of Schedule 2 are carried out; and
4.3.3	deliver any other documents referred to in this Agreement as being required to be delivered by the Seller

4.4 At Completion the Buyer shall:

4.4.1	pay the Purchase Price by telegraphic transfer to the Seller’s Solicitors (who are irrevocably authorised to receive the same) and otherwise in accordance with clause 3.1. Payment made in accordance with this clause shall constitute a valid discharge of the Buyer’s obligations under clause 3.1;
4.4.2	deliver a certified copy of the resolution(s) passed by the shareholders of the Buyer authorising the Transaction; and
4.4.3	deliver a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this Agreement, and any other documents referred to in this Agreement as being required to be delivered by it

4.5 As soon as possible after Completion the Seller shall send to the Buyer (at the Buyer’s registered office for the time being) all records, correspondence, documents, files,

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memoranda and other papers relating to the Company not required to be delivered at Completion

5	WARRANTIES
5.1	The Buyer is entering into this Agreement on the basis of, and in reliance on, the Warranties
5.2	The Seller warrants and represents to the Buyer that each Warranty is true on the date of this Agreement and on Completion except as Disclosed
5.3	Warranties qualified by the expression so far as the Seller is aware (or any similar expression) are deemed to be given to the best of the knowledge, information and belief of the Seller after it has made careful enquiries and having used its reasonable endeavors to substantiate such statements are true when made (except as Disclosed);
5.4	Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this Agreement
5.5	With the exception of the matters Disclosed, no information of which the Buyer and/or its agents and/or advisers has knowledge (actual, constructive or imputed) which could have been discovered (whether by investigation made by the Buyer or made on its behalf) shall prejudice or prevent a Claim or reduce any amount recoverable thereunder
5.6	Retention

5.6.1	The parties hereto agree that the Retention Sum shall as from Completion be placed in the Retention Account and shall be dealt with as described in this clause and shall be subject to the provisions of this Agreement.
5.6.2	The Retention Sum shall be held in the Retention Account until the Retention Date and thereafter as provided by this clause, and if no reduction has been made in accordance with clause 5.6.3 the Retention shall forthwith be released to the Seller.

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5.6.3	There shall be paid to the Buyer any amount arising from a Claim (if any) which shall be deducted from the Retention Sum.
5.6.4	Where there is a balance remaining in the Retention Account after the deduction of such sums referred to in clause 5.6.3 then such sum shall be payable forthwith from the Retention Sum to the Seller as it may direct.
5.6.5	Upon the release of the whole or any part of the Retention Sum to the Seller the Seller shall be entitled to any interest which has accrued pro rata to the amounts so released, but otherwise the Buyer shall be entitled to all such interest.
5.6.6	For the purposes of this clause 5.6, the Seller and the Buyer irrevocably instructs the Seller’s Solicitors to sign any withdrawal form or other document to give effect to the provisions of this clause.

6	LIMITATIONS ON CLAIMS
6.1	The definitions and rules of interpretation in this clause apply in this Agreement

“Claim”	a claim for breach of any of the Warranties
“Substantiated Claim”	a Claim in respect of which liability is admitted by the party against whom such Claim is brought, or which has been adjudicated on by a Court of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal

A Claim is connected with another Claim or Substantiated Claim if they all arise out of the occurrence of the same event or relate to the same subject matter

6.2 This clause limits the liability of the Seller in relation to any Claim

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6.3	The liability of the Seller for all Substantiated Claims when taken together shall not exceed £350,000
6.4	The Seller shall not be liable for a Claim unless:

6.4.1	the amount of a Substantiated Claim, or of a series of connected Substantiated Claims of which that Substantiated Claim is one, exceeds £1,000; and
6.4.2	the amount of all Substantiated Claims that are not excluded under clause 6.4.1 when taken together, exceeds £10,000, in which case the whole amount (and not just the amount by which the limit in this clause 6.4.2 is exceeded) is recoverable by the Buyer

6.5 The Seller is not liable for any Claim to the extent that the Claim:

6.5.1	relates to matters Disclosed; or
6.5.2	relates to any matter specifically and fully provided for in the Accounts

6.6	The Seller is not liable for a Claim unless the Buyer has given the Seller notice in writing of the Claim, summarising the nature of the Claim as far as it is known to the Buyer and the amount claimed is within the period of 6 months beginning with the Completion Date
6.7	Nothing in this clause 6 applies to a Claim that arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or advisers
7	ASSIGNMENT OF PROPERTY LEASES, COVENANT & INDEMNITIES
7.1	The Buyer agrees to procure that the Property Leases are properly assigned at the Seller’s cost to TRM (ATM) Limited (“ATM”) as soon as possible following Completion
7.2	Prior to Completion the Seller shall use all reasonable endeavours to obtain the grant of any reversioner’s licences necessary to enable the Property Leases to be assigned and to assist with the obtaining of such licences the Seller shall procure that ATM shall supply

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such information and references as may be required by the reversioner pursuant to the Property Leases and, where required by the Property Leases, the Seller will procure that ATM will covenant direct with the reversioner to pay the rents and observe and perform the covenants contained in the Property Leases

7.3 Where the reversioner’s licence is required to enable the Property Leases to be assigned but such licence is not obtained on or before Completion the provisions of this paragraph shall apply from and including Completion to the assignment of the Property Leases to ATM

7.3.1	the Buyer will procure that ATM may enter the property demised by the Property Leases and occupy it as licensee of the Company and the Company shall hold the Property Leases upon trust for the ATM
7.3.2	the Seller will procure that ATM will pay for and reimburse the Company in respect of all rates, water rates, insurance premiums, telephone, electricity and gas charges and other outgoings of an annual or recurring nature (apportioned on a day to day basis)
7.3.3	the Seller will procure that ATM will pay to the Company amounts equal to the rents reserved by the Property Leases as and when the rents fall due pursuant to the Property Leases and any other sum or sums payable thereunder and shall act or conduct itself in such a manner that the covenants, obligations, conditions and stipulations (other than for the payment of rents and any other sums and against alienation without prior consent) on the part of the tenant contained in the Property Leases are fully observed and performed and shall indemnify the Company against any breach, non-observance, or non-performance of those covenants, obligations, conditions and stipulations (save as aforesaid) and all costs, claims, damages, liabilities, expenses or losses arising out of or in connection thereto

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7.3.4 the Seller shall procure that ATM shall bear all third party, public liability and employer’s liability risks attached to the occupation and use of the Property Leases and shall indemnify the Company against them

7.4	Forthwith upon the grant of the reversioner’s licence to the assignment of the Property Leases such assignment shall be completed and the Buyer shall procure that the Company shall assign or transfer as appropriate the Property Leases to ATM with full title guarantee
7.5	The Seller agrees to indemnify the Buyer against all claims, costs and liabilities indirectly or directly incurred in respect of the Property Leases and in respect of the transfer of the Employees or any of the Excluded Assets pursuant to the ATM Transfer Agreement
7.6	The Seller agrees to indemnify the Buyer against all claims, costs and liabilities indirectly or directly incurred as tax penalties or charges for late returns as specifically Disclosed in the Disclosure Letter
8	DEBT COLLECTION, PARTS SERVICE COVER, SIGNAGE & TELEPHONE NUMBER
8.1	The Buyer acknowledges that pursuant to the ATM Transfer Agreement title to the Book Debts has been assigned to TRM (ATM) Limited and the Buyer agrees with the Seller to permit a duly authorized nominee of the Seller (granting all necessary rights of access and inspection) to:

8.1.1	Confirm the Aggregate Meter Readings within four (4) Business Days from the date of this Agreement;
8.1.2	Collect as agent for the Company and retain for the benefit of TRM (ATM) Limited all Book Debts that may be recovered for a period of sixty (60) Business Days from the Completion Date (“the Collection Period”)

8.2 The Seller agrees that following the expiry of the Collection Period the Buyer shall be entitled to retain all Book Debts that are not subject to a payment plan agreed in writing between the Buyer and the Seller and put in place by the Seller with any book debtor

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during or prior to the Collection Period which shall be retained for the benefit of TRM (ATM) Limited

8.3	The Seller agrees to provide all details as may be reasonably required by the Buyer in respect of the payment plans envisaged pursuant to clause 8.2
8.4	The Seller acting as agent for the Company agrees to procure (through itself or via its duly authorized nominee) that all service cover required pursuant to the Customer Agreements shall be maintained at the Seller’s cost for a period of 30 calendar days from the Completion Date pursuant to the SLA
8.5	The Buyer agrees with the Seller to procure at the Seller’s cost that the Telephone Number is transferred as soon as practicable following Completion to TRM (ATM) Limited or such other party as the Seller shall nominate
8.6	The Buyer agrees to procure that all signage, branding and promotional materials not relating to the Copier Business be removed from the Assets or otherwise returned to the Seller so far as practicable immediately following Completion as the Seller shall require but for a period of 24 months from the Completion Date the Buyer will be entitled to use such signage, branding and promotional material subject to the terms of a user licence of even date herewith between the Seller and the Buyer.
9	RESTRICTIONS ON THE SELLER
9.1	The Seller covenants with the Buyer that it shall not at any time during the period of 3 years beginning with the Completion Date, in the United Kingdom, carry on or be employed, engaged or interested in any business which would be in competition with any part of the Copier Business carried on at the Completion Date by the Company
9.2	The covenants in this clause 9 are intended for the benefit of the Buyer and the Company and apply to actions carried out by the Seller in any capacity and whether directly or indirectly, on the Seller’s own behalf, on behalf of any other person or jointly with any other person
9.3	Nothing in this clause 9 prevents the Seller from holding for investment purposes only:

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9.3.1	any units of any authorised unit trust; or
9.3.2	not more than 5% of any class of shares or securities of any company traded on any internationally recognized stock exchange

9.4	Each of the covenants in this clause 9 is a separate undertaking by the Seller and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in this clause 9.
10	CONFIDENTIALITY AND ANNOUNCEMENTS
10.1	Except so far as may be required by law, and in such circumstances only after prior consultation with the Buyer, the Seller shall not at any time disclose to any person or use to the detriment of the Company this Agreement or any trade secret or other confidential information which it holds in relation to the Company and its affairs
10.2	No party shall make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party except as required by law or by any legal or regulatory authority (in which case the parties shall co-operate, in good faith, in order to agree the content of any such announcement so far as practicable prior to it being made)
11	FURTHER ASSURANCE
11.1	The Seller and the Buyer shall (at the instigator’s expense) promptly execute and deliver all such documents, and do all such things, as the Seller or the Buyer may from time to time reasonably require for the purpose of giving full effect to the provisions of this Agreement
11.2	The Buyer shall promptly execute and deliver all documents and authorizations that may be required in respect of any Group Relief Filings that the Seller may require to be made following Completion
11.3	The Buyer acknowledges that the Seller may elect to prepare UK statutory accounts for the period from 1 January 2005 through to the Completion Date and following such

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	election submit an extended period tax return in respect of pre-completion Taxation matters of the Company and the Buyer agrees to cooperate and promptly deliver all documents and authorizations as may be required by the Seller to make such election (including, but not limited to, the extension of the accounting reference date of the Company)
11.4	The Buyer further agrees with the Seller to procure at the Seller’s cost that following completion such third party as the Seller may nominate shall be appointed by the Company for the purpose of completing statutory audit work of the Company for the period 1 January 2005 to 31 December 2005 (or to Completion) and the Buyer shall provide to the Seller or it’s nominee all access to premises and records as may be reasonably required to carry out such work
11.5	The Buyer shall fully cooperate with and grant to the Seller full conduct rights in respect of any onward investigations from any Taxation Authority in respect of pre-completion Taxation matters
11.6	The Buyer shall fully cooperate with and use its reasonable endeavors to procure that the VAT and PAYE function not pertaining to the Copier Business is transferred to TRM (ATM) Limited as soon as reasonably practicable following Completion and it is a condition subsequent of this Agreement that such transfer be completed within 60 calendar days following Completion
11.7	The Seller shall procure that the Bank of America security(dated 19 November 2004 and registered on 30 November 2004) is released as soon as possible following and in any event within 20 days of Completion and that a sealed discharge or release together with a sworn and completed Form 403a (declaring that charge has been released) is filed with Companies House and a copy delivered to the Buyer
11.8	On or before 60 days from the Completion Date, the Seller shall provide to the Buyer a final balance sheet showing the financial position of the Company as at Completion and shall indemnify the Buyer for any sums due from the Company to the Seller as shown on that balance sheet

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12	ASSIGNMENT
12.1	Except as provided otherwise in this Agreement, no party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement or any document referred to in it
12.2	Each party that has rights under this Agreement is acting on its own behalf
12.3	The Buyer may assign its rights under this Agreement (or any document referred to in this Agreement) but not its obligations to a member of its Group or to any person to whom it transfers the Sale Shares
12.4	If there is an assignment:

12.4.1	the Seller may discharge its obligations under this Agreement to the assignor until it receives notice of the assignment; and
12.4.2	the assignee may enforce this Agreement as if it were a party to it, but the Buyer shall remain liable for any obligations under this Agreement

13	WHOLE AGREEMENT
13.1	This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any arrangements, understanding or previous agreement between them relating to the subject matter they cover
13.2	Nothing in this clause 13 operates to limit or exclude any liability for fraud
14	VARIATION AND WAIVER
14.1	Any variation of this Agreement shall be in writing and signed by or on behalf of the parties
14.2	Any waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for

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	which it is given and shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived
14.3	No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof
14.4	No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy
14.5	Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law
15	COSTS
	Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, shall be borne by the party that incurred the costs
16	NOTICE
16.1	A notice given under this Agreement:

16.1.1	shall be in writing;
16.1.2	shall be sent for the attention of the person, and to the address or fax number, specified in this clause 16 (or such other address, fax number or person as each party may notify to the others in accordance with the provisions of this clause 16); and
16.1.3	shall be:

16.1.3.1	delivered personally; or
16.1.3.2	sent by fax; or
16.1.3.3	sent by pre-paid first-class post or recorded delivery; or

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16.1.3.4 (if the notice is to be served by post outside the country from which it is sent) sent by airmail

16.2 The addresses for service of notice are:

16.2.1 TRM Copy Centers (USA) Corporation

16.2.1.1	address: 5208 N.E. 122nd Avenue, Portland, Oregon USA 97230-1074
16.2.1.2	for the attention of: the Directors
16.2.1.3	+1 215-832-0078

with a copy to:

TRM Corporation — UK Headquarters

16.2.1.4	address: 1A Meadowbrook, Maxwell Way, Crawley, West Sussex RH10 9SA, England
16.2.1.5	for the attention of: the Company Secretary
16.2.1.6	fax number: +44 1293 585090

16.2.2 Digital 4 Convenience PLC

16.2.2.1	address: P.O. Box 909, Guildford, Surrey, GU4 7WY, England
16.2.2.2	for the attention of: David Marchant
16.2.2.3	fax number: 0870 240 0624

16.3 A notice is deemed to have been received:

16.3.1 if delivered personally, at the time of delivery; or

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16.3.2	in the case of fax, at the time of transmission; or
16.3.3	in the case of pre-paid first class post, recorded delivery, 2 Business days from the date of posting; or
16.3.4	in the case of registered airmail, 3 Business Days from the date of posting; or
16.3.5	if deemed receipt under the previous paragraphs of this clause 16.3 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt

16.4	To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted
17	SEVERANCE
17.1	If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force
17.2	If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties
18	AGREEMENT SURVIVES COMPLETION
	This Agreement (other than obligations that have already been fully performed) remains in full force after Completion
19	THIRD PARTY RIGHTS

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19.1	Subject to clause 19.2, this Agreement and the documents referred to in it are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else
19.2	The following provisions are intended to benefit future buyers of the Sale Shares from the Buyer and, where they are identified in the relevant clauses, the Company and the Subsidiaries and shall be enforceable by them to the fullest extent permitted by law:

19.2.1	(Warranties) and Schedule 3 (Warranties), subject to clause 6 (Limitations on claims);
19.2.2	(Restrictions on the seller);
19.2.3	(Confidentiality and announcements); and
19.2.4	(Interest on late payment)

19.3	Each party represents to the other that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement
20	SUCCESSORS
	The rights and obligations of the Seller and the Buyer under this Agreement shall continue for the benefit of, and shall be binding on, their respective successors and assigns
21	COUNTERPARTS
	This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document
22	GOVERNING LAW AND JURISDICTION

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22.1	This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England
22.2	The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement

AS WITNESS the hands of the parties or their duly authorised representatives the date first above written

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SIGNED BY	)
Duly authorised for and on behalf of	)
TRM Copy Centers (USA) Corporation	)	/s/ Kevin Waterhouse
Director
SIGNED BY	)
for and on behalf of	)
Digital 4 Convenience PLC	)	/s/ David Marchant
Director

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Schedule List ⁽¹⁾

Schedule 1 Particulars of the Company

Schedule 2 Completion

Schedule 3 Warranties

Schedule 4 Property Leases

Schedule 5 The Assumptions

Schedule 6 Asset List

Schedule 7 List of Site Locations

Schedule 8 Conditions

Schedule 9 The Equipment Leases

⁽¹⁾ Pursuant to Regulation S-K Item 601(b)(2), the Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

EX-2.2

Exhibit 2.2

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is dated December 14, 2006 and is entered into

AMONG:	TRM (CANADA) CORPORATION, a corporation existing under the laws of Canada (hereinafter called the “Seller”),
AND:	EZEE ATM LP, a limited partnership under the laws of the Province of Ontario, by its general partner, EZEE ATM GP INC. (hereinafter called the “Purchaser”),
AND:	TRM CORPORATION, a corporation existing under the laws of Oregon (hereinafter called the “Shareholder”).

WHEREAS the Seller owns and operates a portfolio of automated teller machines in Canada; and

WHEREAS the Purchaser desires to acquire and the Seller desires to sell to the Purchaser at Closing substantially all of the assets related to this portfolio, more fully described below as the Purchased Assets, upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, IN CONSIDERATION of the premises and the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Schedules.

     The following are the exhibits and schedules attached to and forming part of this Agreement:

Exhibit “A”	—	Purchased Contracts
Schedule 2.1	—	Purchased Assets
Schedule 2.2	—	Excluded Assets
Schedule 3.3	—	Allocation of Purchase Price
Schedule 3.5	—	Purchase Price Adjustments
Schedule 5.1	—	Exception Disclosure Schedule
Schedule 5.1(d)	—	Required Consents
Schedule 5.1(h)	—	Termination Notices
Schedule 5.1(i)	—	Contracts

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Schedule 5.1(p)	—	Licenses
Schedule 5.1(q)	—	Employee Plans
Schedule 7.12	—	Employees

1.2 Defined Terms.

     In this Agreement, the following terms and expressions will have the following meanings:

(a)	“3DES” has the meaning given to that term in subsection 1.2(vv).
(b)	“Act” means the Business Corporations Act (Ontario) as in effect on the date hereof.
(c)	“Actual Closing Date Payables” has the meaning given to that term in subsection 3.5(c).
(d)	“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.
(e)	“Agreement” means this Asset Purchase Agreement, and all schedules and exhibits thereto, as the same may be amended, supplemented or restated, from time to time.
(f)	“Ancillary Documents” means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller in connection with the transaction contemplated hereby.
(g)	“Assigned Contracts” has the meaning given to that term in subsection 2.1(a).
(h)	“Assumed Liabilities” has the meaning given to that term in Section 4.1.
(i)	“ATM” means an automated teller machine or an automated banking machine.
(j)	“ATM Management Contract” means a Contract to provide transaction processing and management services to an ATM through a Switch, together with such other ATM related services as may be specified in that Contract.
(k)	“Base Inventory Amount” has the meaning given to that term in subsection 3.5(a).
(l)	“Books and Records” has the meaning given to that term in subsection 2.1(h).

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(m)	“Business” means the business carried on by the Seller of owning ATMs (including the hardware and software necessary to deploy and operate the ATMs) and providing ATM transaction processing and management services in Canada (including, without limitation, setting surcharge rates, determining surcharge and interchange sharing arrangements and providing branding and other forms of surcharge-free access to ATMs).
(n)	“Change Over Time” means 9:00 p.m. (Toronto time) on December 31, 2006.
(o)	“Closing” means the completion of the sale of the Purchased Assets pursuant to this Agreement and any other transactions contemplated by this Agreement.
(p)	“Closing Date” means January 8, 2007 or such other date as may be mutually agreed upon in writing by the Seller and the Purchaser.
(q)	“Closing Date Payables” means all amounts payable and liabilities (whether absolute, accrued, contingent or otherwise) owing as at the Closing Date by the Seller to any Person, including without limitation Location Providers or Investors, under the Assigned Contracts, but for greater certainty shall not include Uncashed Cheques Liability.
(r)	“Contract” means any contract, sub-contract, lease, sublease, license, loan agreement, mortgage, note, joint venture agreement, outsourcing agreement and partnership agreement or other contract, commitment, agreement, understanding or instrument of any kind, whether written or oral, and whether express or implied.
(s)	“Declining Employees” has the meaning given to that term in subsection 7.13(a).
(t)	“eFunds” has the meaning given to that term in section 7.17.
(u)	“eFunds Agreement” has the meaning given to that term in section 7.17.
(v)	“Employees” has the meaning given to that term in subsection 7.13(a).
(w)	“Employee Plans” has the meaning given to that term in subsection 5.1(q).
(x)	“Escrow Agreement” has the meaning given to that term in subsection 8.1(k).
(y)	“Estimated Closing Date Payables” means the estimate of the Closing Date Payables, to be prepared in good faith by the Seller, delivered to the Purchaser at least two (2) Business Days prior to the Closing Date.
(z)	“ETA” means the Excise Tax Act (Canada), as amended from time to time.
(aa)	“Excluded Assets” has the meaning given to that term in Section 2.2.
(bb)	“Expiration Date” has the meaning given to that term in subsection 10.1(d).

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(cc)	“Fee Transaction” means an ATM transaction resulting in the payment of an Interchange Fee.
(dd)	“Financial Statements” means the Unaudited Financial Statements and the Interim Financial Statements.
(ee)	“GAAP” means United States generally accepted accounting principles in effect from time to time.
(ff)	“Holdback Amount” has the meaning given to that term in subsection 3.2(a).
(gg)	“Indemnified Party” has the meaning given to that term in Section 11.3.
(hh)	“Indemnifying Party” has the meaning given to that term in Section 11.3.
(ii)	“Intellectual Property” means any trade or brand names, business names, trade-marks (including logos), trade-mark registrations and applications, service marks, service mark registrations and applications, equipment and parts lists and descriptions, instruction manuals, software, computer programs and code of all types, interfaces applications tools, internet web sites, and internet domain names together with all rights under licences, registered user agreements, technology transfer agreements and other Contracts relating to any of the foregoing, whether registered or unregistered.
(jj)	“Interchange Fee” means the per transaction fee paid by a card issuer in respect of an ATM transaction.
(kk)	“Interim Financial Statements” means the unaudited financial statements of the Seller as at and for the nine (9) month period ended September 30, 2006.
(ll)	“Inventory” means all supplies, packaging materials, raw materials, spare parts and finished goods of the Business, including ATMs and parts therefor, but excluding: (i) all items of Inventory of a class, category or type of which no item has been sold in the twelve (12) month period prior to the Closing Date and (ii) all items of Inventory for which there is a greater than two (2) year supply based on the level of inventory turnover for such items for the twelve (12) month period ended December 31, 2005 (in which case only the items in excess of a two (2) year supply shall be excluded for purposes hereof).
(mm)	“Inventory Count” has the meaning given to that term in Section 7.15.
(nn)	“Investor” means the provider of a Purchased Contract ATM who is neither the Seller nor the owner, tenant or occupant of the Location at which the Purchased Contract ATM is located.
(oo)	“Investor Contract” means a Purchased Contract with an Investor.

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(pp)	“Law” means: (i) any domestic or foreign statute, law (including the common and civil law and equity), constitution, code, ordinance, rule, regulation, restriction, regulatory, policy or guideline having the force of law, by-law (zoning or otherwise) or Order, (ii) any consent, exemption, approval or License of any Regulatory Authority, and (iii) any policy, practice or guideline of, or Contract with any Regulatory Authority which, although not actually having force of law, is considered by such Regulatory Authority as having the force of law.
(qq)	“Licences” means all notifications, licenses, permits, franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations issued by any Regulatory Authority, and applications therefor.
(rr)	“Lien” means any mortgage, lien, charge, restriction, pledge, security interest, hypothec, lease or sublease, claim, right of any third party, easement, encroachment, encumbrance or title retention agreement of any nature or kind.
(ss)	“Location” means the location of a Purchased Contract ATM.
(tt)	“Location Provider” means the Person under a Purchased Contract who is entitled to receive payments for allowing the Purchased Contract ATM to be located at its Location. For clarification, the Location Provider may be the owner, tenant or occupant of the Location or an Investor.
(uu)	“Losses”, in respect of a matter, means all claims, demands, proceedings, losses, damages, liabilities, deficiencies, obligations costs, penalties, fines and expenses (including, without limitation, all loss of profit related solely to the Purchased Assets and all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising, incurred or suffered as a consequence of such matter but excluding any indirect or consequential damages, including lost opportunities, or any exemplary, punitive or special damages.
(vv)	“Material Adverse Effect” means any effect that is or could reasonably be expected to be materially adverse to the Purchased Assets (taken as a whole) or the Assumed Liabilities (taken as a whole) or to the financial condition, results of operations, prospects, assets, liabilities or properties of the Shareholder including any effect that shall have occurred or been threatened that (when taken together with all other effects that have occurred or been threatened) is or could reasonably be expected to prevent or materially delay the performance by the Seller or the Shareholder of its obligations hereunder or under the Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, but excluding any effect resulting from or relating to: (i) general economic conditions or general effect on the industry (including, for greater certainty, any impact or change as a result of triple data encryption standards (“3DES”)) in which the Business is primarily engaged, in either case, that do not affect the Purchased Assets (taken as a whole) or the Assumed Liabilities (taken as a whole) in a materially disproportionate manner; (ii) any action taken by the Purchaser or any Affiliate or

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	representative of the Purchaser; (iii) the public announcement of the transactions contemplated by the Agreement; or (iv) the outbreak or escalation of hostility involving or affecting Canada or the occurrence of any other calamity or crisis (including any act of terrorism) or any change in political conditions in Canada or elsewhere.
(ww)	“Non-Competition Period” has the meaning given to that term in Section 12.2.
(xx)	“Non-Solicit Period” has the meaning given to that term in Section 12.1.
(yy)	“Order” means any order, judgment, injunction, decree, stipulation, determination, award, decision, ruling or writ of any Regulatory Authority or other Person.
(zz)	“Person” means an individual, legal person, corporation, partnership, association, limited liability company, joint stock company, joint venture trust, unincorporated organization, Regulatory Authority or other entity.
(aaa)	“Purchased Assets” has the meaning given to that term in Section 2.1.
(bbb)	“Purchased Contracts” means, subject to subsection 3.5(f)(iv)(A), any and all ATM Management Contracts under which the Seller provides transaction processing services in Canada through the Seller’s or the Seller’s agent’s Switch including, without limitation, those ATM Management Contracts identified on Schedule 5.1(i) hereto and the Wal-Mart Contract, as well as any and all Contracts with suppliers, sub-dealers and distributors of the Seller or otherwise relating to the Business as the Purchaser wishes to purchase.
(ccc)	“Purchased Contract ATM” means an ATM which is subject to a Purchased Contract.
(ddd)	“Purchase Price” has the meaning given to that term in Section 3.1.
(eee)	“Purchase Price Contribution Amount” has the meaning given to that term in Exhibit “A”.
(fff)	“Purchaser Indemnified Parties” has the meaning given to that term in Section 11.1.
(ggg)	“Regulatory Authority” means any federal, state, regional, provincial, territorial, municipal, local or foreign (including Canadian) government or other political subdivision thereof, and any entity, court, commission, agency or official exercising executive, legislative, judicial, quasi-judicial, regulatory or administrative functions of or pertaining to government and shall include, for greater certainty, the Securities and Exchange Commission and any other equivalent body, foreign or domestic.
(hhh)	“Required Consents” has the meaning given to that term in subsection 5.1(d).

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	(iii)	“Retained Names and Marks” has the meaning given to that term in Section 7.11.
	(jjj)	“Seller Indemnified Parties” has the meaning given to that term in Section 11.2.
	(kkk)	“Seller Owned ATM” means the Purchased Contract ATMs identified in Exhibit “A” hereto under the column “Seller Owned ATMs”.
	(lll)	“Surcharge” means the convenience fee charged to a customer in respect of a Fee Transaction.
(mmm) “Switch” means a Person who processes ATM transactions through Interac.
	(nnn)	“Taxes” means (a) all taxes, assessments, charges, duties, fees, levies and other charges of a Regulatory Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added, GST, HST and all other taxes of any kind for which a Seller or the Purchaser may have any liability imposed by any Regulatory Authority, whether disputed or not, and any charges, interest or penalties imposed by any Regulatory Authority with respect to the foregoing, and (b) any liability for the payment of any amount of the type described in the immediately preceding clause as a result of being a “transferee” (within the meaning of section 160 of the Tax Act or any other applicable Law) of another Person or a member of an affiliated, related or combined group.
	(ooo)	“Tax Act” means the Income Tax Act (Canada), as amended from time to time.
	(ppp)	“Tax Return” means any report, return, declaration or other information required to be supplied to a Regulatory Authority in connection with Taxes, including estimated returns and reports of every kind with respect to Taxes.
	(qqq)	“Termination Date” means the date prior to Closing when this Agreement is terminated in accordance with Article 10.
	(rrr)	“Time of Closing” means 10:00 a.m. (Toronto time) on the Closing Date.
	(sss)	“Transferred Employees” has the meaning given to that term in subsection 7.13(a).
	(ttt)	“Transition Period” has the meaning given to that term in Section 7.11.
	(uuu)	“TRM Competitive Business” has the meaning given to that term in subsection 12.2(b).
	(vvv)	“Unaudited Financial Statements” means the unaudited financial statements of the Seller as at and for the financial years ended December 31, 2004 and December 31, 2005, including the notes thereto.

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(www)	“Uncashed Cheque Liability” has the meaning given to that term in subsection 3.4(b).
(xxx)	“Uncashed Cheques List” has the meaning given to that term in subsection 3.4(b).
(yyy)	“Underlying Contracts” has the meaning given to that term in subsection 3.5(f)(iv)(B).
(zzz)	“Vault Cash” means any money, currency or funds located in an ATM for cash withdrawal by a holder of a credit card, debit card, loyalty card or similar card that permits access to services at an ATM.
(aaaa)	“Vault Cash Agreement” has the meaning given to that term in Section 7.16 hereof.
(bbbb)	“Wal-Mart Consent” has the meaning given to that term in subsection 8.1(d).
(cccc)	“Wal-Mart Contract” means the Amended and Restated License Agreement dated September 26, 2006 between Wal-Mart Canada Corp. and the Seller.
(dddd)	“Wal-Mart Group” has the meaning given to that term in subsection 12.2(b).

1.3 Currency.

     Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian funds.

1.4 Sections and Headings.

     The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to a section, subsection, clause or a schedule refers to the specified section, subsection or clause of or schedule to this Agreement.

1.5 Number, Gender and Persons.

     In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing Persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

1.6 Entire Agreement.

     This Agreement, the Non-Disclosure Agreement between the Shareholder and the Purchaser dated April 25, 2006 and the Ancillary Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral (including the expression

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of interest dated September 8, 2006 executed by the Purchaser and the Seller). There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

1.7 Time of Essence.

     Time shall be of the essence of this Agreement.

1.8 Applicable Law.

     This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all courts competent to hear appeals therefrom.

1.9 Severability.

     If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

1.10 Successors and Assigns.

     This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective successors and permitted assigns. Subject to Section 13.6, no party may assign any of its rights or obligations hereunder without the prior written consent of the other parties.

1.11 Amendment and Waivers.

     No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

1.12 Knowledge.

     In this Agreement, the phrase “to the Knowledge of the Seller” or other similar phrases means to the actual knowledge of Dan Tierney, Jeff Conn, Michael Scully and Graham Alexander, after reasonable due inquiry and diligence.

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ARTICLE 2
PURCHASE AND SALE OF PURCHASED ASSETS

2.1 Purchased Assets.

     The Seller hereby agrees to sell, transfer and assign to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, in consideration for the Purchase Price, all of the Seller’s right, title and interest in and to, except for the Excluded Assets, all of the assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, relating to or utilized in the Business in existence on the date hereof and any additions thereto on or before the Closing Date including, without limitation, the following assets, properties and rights (the “Purchased Assets”):

(a) all right, title and interest of the Seller under the following Contracts (collectively, the “Assigned Contracts”):

(i)	the Purchased Contracts;
(ii)	leases of personal property set out in part I of Schedule 2.1;
(iii)	orders or Contracts for the provision of goods or services by the Seller in connection with the Business in the ordinary course of business, including unfilled purchase or service orders which relate to the Business accepted by the Seller in the ordinary course of business;
(iv)	the Wal-Mart Contract; and
(v)	the other Contracts described in part II of Schedule 2.1;

(b)	all of the Seller Owned ATMs and related accessories;
(c)	all of the Inventory;
(d)	all equipment, furnishings, tooling and other assets and all spare and replacement parts and ancillary assets thereto used in connection with the Business including, without limitation, the assets described in part III of Schedule 2.1;
(e)	subject to subsection 2.1(f) and Section 7.11, all Intellectual Property relating to or utilized in the Business;
(f)	all Intellectual Property relating to the “Access Cash” name in Canada only;
(g)	subject to Section 7.11, all goodwill associated with the Business, together with the exclusive right for the Purchaser to represent itself as carrying on the Business in succession to the Seller and the right to use any words indicating that the Business is so carried on;

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(h)	all books, records, files and documents (other than those required by Law to be retained by the Seller, copies of which will be made available to the Purchaser) relating to the Business or the Purchased Assets including, without limitation, relevant employee work product owned by the Seller whether located on any laptops, desktops or otherwise stored electronically or in written form, customer and supplier lists, business reports, sales records, price lists and catalogues, sales literature, brochures and presentations, advertising material, service records, employee manuals, personnel records for the Employees, supply records, inventory records, software licence agreements, user manuals, financial, accounting, operations and sales books, records (including purchase orders and invoices), books of account, and correspondence files (together with, in the case of any such information which is stored electronically, the media on which the same is stored) (the “Books and Records”);
(i)	all warranties, representations, covenants, indemnities and similar rights (express and implied) which benefit the Seller and apply solely to the Business or any of the Purchased Assets;
(j)	the benefit of all restrictive covenants, confidentiality agreements, Orders or other rights under which the Seller is entitled to prevent any sales representative, dealer, distributor or current or former employee from competing with the Seller in Canada solely in respect of the Business, soliciting any Location Providers or disclosing any confidential information concerning the Purchased Assets or the Locations; and
(k)	rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller solely in connection with the Business, whether arising by way of counterclaim or otherwise, if any (including, without limitation, in respect of any Person who terminated an ATM Management Contract with the Seller in the last twelve (12) months).

     Notwithstanding subsections 2.1(i), (j) and (k), the Seller shall retain any and all benefits and rights as described therein in connection with any actions, lawsuits, judgments, claims and demands that may be asserted against it by any third party, including all defences and rights of counterclaim to such actions, lawsuits, judgments, claims and demands.

2.2 Excluded Assets.

     For greater certainty, the Purchased Assets shall not include any of the following property, assets or undertaking (collectively, the “Excluded Assets”):

(a) any right, title and interest of Seller in and to the Retained Names and Marks as well as the “Access Cash” name outside of Canada (and all related Intellectual Property) and the Access Cash U.S. website as well as the Actress website, Oracle software licence, and ATM Manager Pro licence;

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(b)	any right, title and interest in and to the “Access Cash” brand name anywhere outside of Canada;
(c)	assets relating to any business of the Seller other than the Business (including, without limitation, the business of owning and operating photocopier machines) such as photocopier equipment and parts and related Contracts as well as all computer equipment, software and tooling of those Employees other than Transferred Employees;
(d)	any and all right, title and interest of the Seller under the Contracts listed in Schedule 2.2 hereto;
(e)	any trade accounts receivable and trade debts due or accruing due to the Seller relating to the Business as at the Closing Date;
(f)	the leased facilities and all furniture and fixtures contained therein;
(g)	any bank accounts of the Seller; and
(h)	the rights that accrue to the Seller hereunder.

ARTICLE 3
PURCHASE PRICE

3.1 Purchase Price.

     The purchase price payable by the Purchaser to the Seller for the Purchased Assets (the “Purchase Price”) shall be the aggregate sum of $14,050,000 subject to the adjustments provided for in Sections 3.5 and 7.18 and Schedule 5.1, payable by wire transfer as set forth in Section 3.2. In addition to the foregoing payment, as consideration for the sale, assignment and transfer of the Purchased Assets, the Purchaser shall assume and discharge the Assumed Liabilities in accordance with Section 4.1.

3.2 Payment of Purchase Price.

     At the Time of Closing, the Purchaser shall:

(a)	deliver to the Escrow Agent (as this term is defined in the Escrow Agreement) on behalf and for the account of the Seller: (i) $1,000,000 (the “Holdback Amount”) to be dealt with in accordance with the terms of the Escrow Agreement; and
(b)	pay or cause to be paid to the Seller an amount equal to the Purchase Price minus the Holdback Amount and plus or minus, as the case may be, the net amount of the adjustments, if any, provided for in Section 3.5 hereof to the extent that such adjustments are to be made as of the Closing Date.

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3.3 Allocation of Purchase Price.

     Subject to the adjustments provided for in Section 3.5, the Purchase Price shall be allocated among the Purchased Assets in the manner set out in Schedule 3.3. The Purchaser and the Seller shall file their Tax Returns on the basis of such allocation and no party to this Agreement shall thereafter take a Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Canada Revenue Agency or other Regulatory Authority.

3.4 Accounts Receivable and Uncashed Cheques

(a)

The Purchaser shall purchase all accounts receivable relating to the Purchased Contracts from the Seller following the Closing for a purchase price to be agreed upon by the Purchaser and the Seller. If the Purchaser and the Seller cannot agree upon the purchase price for such accounts receivable by February 28, 2007, such accounts receivable shall not be purchased by the Purchaser. The Purchaser and the Seller agree that the purchase price paid for such accounts receivable shall be allocated to such accounts receivable and the Purchaser and the Seller shall file their Tax Returns on the basis of such allocation and no party to this Agreement shall thereafter take a Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Canada Revenue Agency or other Regulatory Authority.

(b)

On February 28, 2007, the Seller shall deliver a detailed list of all uncashed cheques in circulation relating to amounts payable as at February 25, 2007 by the Seller to any Location Providers or Investors under the Assigned Contracts (with name of payee, amount and such other information as the Purchaser may reasonably request) (the “Uncashed Cheques List”) to the Purchaser and, as of February 28, 2007, the Purchaser shall assume all liabilities of the Seller in respect of the uncashed cheques identified in the Uncashed Cheques List (the “Uncashed Cheques Liability”). In consideration for the assumption by the Purchaser of the Uncashed Cheques Liability, the Seller shall pay to the Purchaser on February 28, 2007 an amount equal to the Uncashed Cheques Liability.

3.5 Adjustments.

     At or after Closing, as the case may be, the Purchase Price will be adjusted as follows:

(a)	To the extent that the value of the Inventory according to the Inventory Count exceeds the amount equal to $283,446.08 (the “Base Inventory Amount”), by increasing the Purchase Price by $1 for each dollar above the Base Inventory Amount.
(b)	To the extent that the value of the Inventory according to the Inventory Count is less than the Base Inventory Amount, by reducing the Purchase Price by $1 for each dollar below the Base Inventory Amount.

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(c)	The Purchase Price shall be reduced at Closing by the amount of the Estimated Closing Date Payables. No later than fifteen (15) Business Days following the Closing Date, the Seller shall deliver to the Purchaser a statement setting out the actual amount of the Closing Date Payables as at the Closing Date, broken down by creditor and amount per creditor (the “Actual Closing Date Payables”), along with reasonable details and supporting documentation and reports (including from the relevant Seller’s Switches). Accordingly, if the amount of the Actual Closing Date Payables exceeds the amount of the Estimated Closing Date Payables, then the Seller shall promptly pay to the Purchaser the amount of such excess. If, however, the amount of the Estimated Closing Date Payables exceeds the amount of the Actual Closing Date Payables, then the Purchaser shall promptly pay to the Seller the amount of such excess.
(d)	The Seller acknowledges having been informed by the Purchaser that the Purchase Price has been determined by the Purchaser on the basis that the Wal-Mart Contract covered the management by the Seller of 279 ATMs, but that only 242 such ATMs are currently in operation and managed by the Seller under the Wal-Mart Contract. The Seller and the Purchaser agree that, in the event that 37 additional ATMs are not in operation under the Wal-Mart Contract by the Closing Date, the Purchase Price shall be reduced by the amount of $1.1,500 per ATM below the target of 37 additional ATMs. The total number of ATMs in operation under the Wal-Mart Contract as at the Closing Date is hereinafter referred to as the “Wal-Mart Baseline”.
(e)	The Seller and the Purchaser agree that, for every ATMs in operation and managed under the Wal-Mart Contract as of February 28, 2007 in excess of the Wal-Mart Baseline, the Purchase Price shall be increased by $11,500 for each such excess ATM. Any amount owing by the Purchaser to the Seller under this subsection (f) shall be payable by no later than March 9, 2007.
(f)	The Seller and the Purchaser agree that, in the event any Purchased Contract ATM listed in Exhibit “A” (excluding Purchased Contract ATMs governed by the Wal-Mart Contract) is either:

(i)

no longer processing transactions as at the Time of Closing other than for seasonal reasons only or for other mutually agreed Purchased Contract ATMs; or

(ii)

subject to a termination notice received by the Seller on or prior to the Closing Date (whether or not such Purchased Contract ATM is processing transactions as at the Time of Closing) pursuant to which a Location Provider, customer, distributor or dealer has indicated its intention to terminate the ATM Management Contract for that Purchased Contract ATM or to cease operating a Purchased Contract ATM;

then the Purchase Price shall be reduced as follows:

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(iii)	for each Purchased Contract ATM covered by subsection 3.5(f)(i) above, by an amount equal to the Purchase Price Contribution Amount set out in Exhibit “A” for such Purchased Contract ATM;
(iv)	for each Purchased Contract ATM covered by subsection 3.5(f)(ii) above, by an amount equal to the Purchase Price Contribution Amount set out in Exhibit “A” for such Purchased Contract ATM which is subject to a termination notice provided that in the event a termination notice:

(A)

has been received on or prior to the Closing Date and that the Seller has proceeded to enter into a new or revised ATM Management Contract (in a form satisfactory to the Purchaser, acting reasonably) for such Purchased Contract ATM for a 5-year term prior to the Closing Date providing at least ninety percent (90%) of the amount of net revenue to the Seller prior to the renegotiation of the ATM Management Contract, then there shall be no adjustment to the Purchase Price. However, if such new or revised ATM Management Contract provides for net revenue to the Seller which is less than ninety percent (90%) of the amount of net revenue to the Seller prior to the renegotiation of the ATM Management Contract, then the Purchaser shall have the option to either exclude such ATM Management Contract from the Purchased Contracts (in which case the Purchase Price shall be reduced by the amount of the Purchase Price Contribution Amount for the Purchased Contracts ATM relating to such ATM Management Contract) or choose to include such ATM Management Contract as a Purchased Contract (in which case the Purchase Price shall be reduced by an amount equal to the Purchase Price Contribution Amount for the Purchased Contracts ATM relating to such ATM Management Contract pro-rated on the basis of the net revenue received by the Seller under the ATM Management Contract prior to the re-negotiation divided by the net revenue received by the Seller after the re-negotiation); or

(B)

relates to an ATM Management Contract with a dealer or distributor (which itself has entered into one or more ATM Management Contracts with Location Providers for the Purchased Contract ATMs (the “Underlying Contracts”)) and provides for the termination of the Underlying Contracts at the expiry of their term, then the Purchase Price shall be reduced for each Underlying Contract so affected by an amount equal to the remaining number of 30-day periods in the term of such Underlying Contract multiplied by 50% divided by 72, the product of which is then multiplied by the Purchase Price Contribution Amount for the Purchased Contract ATM relating to such Underlying Contract.

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	Exhibit “A” shall be updated immediately prior to the Closing to show which ATMs are processing transactions as at the Time of Closing solely for the purposes of computing an adjustment to the Purchase Price pursuant to this Subsection 3.5(f)(iv).
(g)	The Seller and the Purchaser agree that, in the event that there are any Purchased Contract ATMs (excluding ATMs covered by the Wal-Mart Contract) processing transactions as at the Time of Closing in addition to those listed in Exhibit “A”, then the Purchase Price shall be increased by an amount equal to the net revenue per transaction to the Seller as provided for in the ATM Management Contract for such Purchased Contract ATM multiplied by 200 multiplied by 37 for each such additional Purchased Contract ATM.
(h)	There shall also be adjustments to the Purchase Price as set out in Schedule 3.5.

3.6 Payment of Taxes.

     The Purchaser will pay direct to the appropriate taxing authorities all sales and transfer taxes, registration charges and transfer fees, and applicable excise taxes (including GST) applicable in respect of the purchase and sale of the Purchased Assets under this Agreement and, upon the reasonable request of the Seller, the Purchaser will furnish proof of such payment.

     The Seller and the Purchaser agree that they shall jointly execute and timely file an election under Section 167 of the ETA and similar elections under applicable provincial legislation with respect to the purchase and sale of the Purchased Assets pursuant to this Agreement.

     The Purchaser shall, at all times, indemnify and hold harmless the Seller, its directors, officers, and employees against and in respect of any and all amounts assessed by any taxing authority in the event that the election under Section 167 of the ETA or similar elections under applicable provincial legislation made by the Purchaser was inapplicable, invalid, or not properly made, including all taxes, interest, and penalties assessed as a consequence of or in relation to any such assessment. This indemnity shall survive the Closing Date for the period set forth in subsection 6.1(c).

ARTICLE 4
ASSUMPTION OF LIABILITIES

4.1 Assumption of Certain Liabilities by the Purchaser.

     Subject to the provisions of this Agreement, the Purchaser agrees to assume, pay, satisfy, discharge, perform and fulfil, from and after the Time of Closing, the following (the “Assumed Liabilities”):

(a) the obligations of the Seller arising after the Closing Date pursuant to the Assigned Contracts, to the extent such obligations are not required to be performed on or prior to the Closing Date, are disclosed on the face of such

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	Assigned Contracts and accrue and relate to the operation of the Business subsequent to the Closing Date; and
(b)	the Actual Closing Date Payables (with evidence of such payment being provided to the Seller upon its reasonable request); and
(c)	as of and from February 28, 2007 and upon receipt from the Seller of the deliveries and payment set forth in subsection 3.4(b), the Uncashed Cheques Liability to the extent such liabilities are set forth in the Uncashed Cheque List.

     On and from the Time of Closing, the Purchaser shall indemnify, defend and hold harmless the Seller from, against and in respect of, any Losses arising out of or relating to any Assumed Liabilities.

4.2 No Other Liabilities.

     The parties acknowledge and agree that the Assumed Liabilities are the only liabilities of the Seller or of the Business which the Purchaser shall assume or be liable for and the Seller hereby agrees to retain its liability for all liabilities, debts and obligations of any nature or kind except for the Assumed Liabilities. The Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless the Purchaser from, against and in respect of, any Losses arising out of or relating to any liability or obligation of the Seller or the Business of any nature whatsoever except the Assumed Liabilities. For greater certainty, the Purchaser shall not assume any other obligations or liabilities of the Seller including, without limitation, any obligation or liability in respect of:

(a)	Taxes with respect or relating to any period prior to the Closing Date;
(b)	any indebtedness with respect to borrowed money, notes payable or capital leases (including any interest or penalties accrued thereon);
(c)	any guarantee of any indebtedness of any Person;
(d)	relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law, breach of Contract, workers’ compensation, pay equity or health and safety matters or any other actual or alleged failure of the Seller to perform any obligation, in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed, (C) the ownership or use of the Purchased Asset or (D) the operation of the Business, in each case prior to the Closing;
(e)	relating to, resulting from or arising out of any non-Business operation of such Seller or any former operation of the Seller that has been discontinued or disposed of prior to the Closing;
(f)	any liabilities for accrued but unused vacation for any Employee as at the Time of Closing; and

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(g) pertaining to any Excluded Asset.

Such excluded liabilities shall include all claims, actions, litigation or proceedings relating to any or all of the foregoing and all reasonable costs and expenses in connection therewith.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties by the Seller.

     The Seller hereby represents and warrants to the Purchaser that the statements set out below are correct now and will be correct at the Time of Closing and acknowledges that the Purchaser is relying on such representations and warranties in connection with the purchase of the Purchased Assets. Those statements are, however, subject to the exceptions set out in the exception disclosure schedule attached hereto as Schedule 5.1.

(a)	Organization. The Seller will as of Closing be validly existing under the Canada Business Corporations Act and as of Closing will have the corporate power to own, lease and operate its property and to carry on the Business as now being conducted by it. The Seller is duly qualified as a corporation to do business in each jurisdiction in which the nature of the Business or the property and assets owned or leased by it in connection with the Business makes such qualification necessary. No proceedings have been taken or authorized by the Seller with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Seller.
(b)	Authorization. The Seller possesses the necessary corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against it by the Purchaser in accordance with its terms.
(c)	No Other Agreements to Purchase. No Person other than the Purchaser has any written or oral Contract or option or any right or privilege (whether by Law, preemptive or contractual) capable of becoming a Contract or option or a first refusal, first-offer or similar preferential right for the purchase or acquisition of any of the Purchased Assets.
(d)	No Violation, Consents. The execution and delivery of this Agreement by the Seller and the consummation of the transactions herein provided by the Seller will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of, or termination of any obligation owing to, the Seller under: (i) any Contract to which the Seller is a party or by which it is or its properties are bound, including the Assigned Contracts; (ii) any provision of the constating documents, governing documents, by-laws or resolutions of the board of directors (or any committee

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	thereof) or shareholders of the Seller; (iii) any Order affecting the Seller; or (iv) any Licenses held by the Seller or necessary to the ownership of the Purchased Assets or the operation of the Business. This Agreement, the entering into of this Agreement by the Seller and the consummation of the transactions contemplated under this Agreement do not require the consent, approval, waiver or authorization of, or notice to, any Person, including under any Law or the Purchased Contracts, save and except as set forth in Schedule 5.1(d) hereto (the “Required Consents”).
(e)	Title to Purchased Assets. The Seller is the sole legal and beneficial owner of the Purchased Assets, has good and marketable title to the Purchased Assets free and clear of any Liens and upon Closing, the Purchaser will acquire good and marketable title to the Purchased Assets, free and clear of any Liens. Any tangible assets included in the Purchased Assets, including the Seller Owned ATMs and the Inventory (i) are, in all material respects, in good operating condition and are in a state of good repair and maintenance subject to ordinary wear and tear of like property of comparable age in accordance with generally accepted industry practices and except as disclosed to the Purchaser, (ii) are usable in the regular and ordinary course of business, and (iii) conform, in all material respects, to all applicable Laws. The Purchaser acknowledges that there are certain Liens that arise pursuant to statute, including liens for taxes or assessments and similar charges and mechanics and materialmen’s and contractors’ liens, provided that the Seller hereby represents and warrants to the Purchaser that there exist no facts that would allow such Liens to be perfected with respect to any of the Purchased Assets.
(f)	Compliance with Laws. Except as disclosed herein, all aspects of the Business are conducted by the Seller in compliance in all material respects with all applicable Laws. Without restriction as to the generality of the foregoing, the Business is in compliance in all material respects with, and is not in material violation of, any applicable Law and no notice has been received by, or claim has been filed against, or, to the Knowledge of the Seller, threatened to be filed against, the Seller alleging any such violation. The Seller has filed all Licenses required for the Business to be filed with any Regulatory Authority on or prior to the date hereof. Notwithstanding the foregoing, not all ATMs may be 3DES compliant.
(g)	Exhibit “A”. The information set out in Exhibit “A” is correct and complete and complies with the description set out in the footnote to each column of Exhibit “A”. Exhibit “A” will be updated immediately prior to the Closing to show which ATMs are processing transactions as at the Time of Closing (such updating to reflect only changes between the date of execution of this Agreement and the Closing Date).
(h)	Suppliers and Customers. To the knowledge of the Seller, the relationships of the Seller with each of the suppliers, customers, distributors and dealers of the Business, including without limitation the Location Providers, are good commercial working relationships in all material respects and no supplier,

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customer, distributor or dealer of the Business, including, without limitation, any Location Provider, has cancelled or otherwise terminated, or threatened in writing (to the attention of the Seller) to cancel or otherwise terminate, its relationship with the Seller. Except as disclosed in Schedule 5.1(i) (as updated as at Closing for the purpose of section 3.5(g)), the Seller has not received any written notice that any supplier, customer or distributor of the Business, including without limitation any Location Provider of the Seller, will not continue such relationship with the Purchaser further to the consummation of the transactions contemplated hereby.

(i) Contracts. Schedule 5.1(i) sets forth a materially true, correct and complete list of the following Contracts (other than any Contracts forming part of the Excluded Assets) related or utilized in the Business currently in force, or under which the Seller has continuing liabilities or obligations:

(i)	all leases relating to leased real or personal property and all other Contracts involving any properties or assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $10,000 individually by the Seller;
(ii)	all Contracts that (A) limit or restrict the Seller or any officers or employees of the Seller from engaging in any business or other activity in any jurisdiction, (B) create or purport to create any exclusive or preferential relationship or arrangement that limit the Seller or the Business, or (C) otherwise restrict or limit the Seller’s ability to operate the Business;
(iii)	all Contracts for capital expenditures or the acquisition or construction of assets requiring the payment by the Seller of an aggregate annual amount in excess of $25,000;
(iv)	all Contracts with any Investor, agent, distributor, sub-dealer or representative;
(v)	all Contracts for the granting or receiving of a License or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment;
(vi)	all Contracts to which the Seller is a party (A) with respect to Intellectual Property licensed or transferred to any third party (other than end user Licenses in the ordinary course of business) or (B) pursuant to which a third party has licensed or transferred any Intellectual Property to the Seller;
(vii)	all Contracts (including ATM Management Contracts) with customers or suppliers, including the Purchased Contracts;

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(viii)	all outstanding powers of attorney empowering any Person to act on behalf of the Seller;
(ix)	any Contract entitling any Person to any profits, revenues or cash flow of the Seller or the Business or requiring payments or other distributions based on such profits, revenues or cash flows;
(x)	any Contract with any Affiliate of the Seller;
(xi)	any Contracts with any Regulatory Authority;
(xii)	any employment or consulting Contract or any other written Contract with any Employee; and
(xiii)	all offers (excluding price quotations and/or tenders provided in the ordinary course of business consistent with past practice), that, if accepted, would bind or otherwise impose obligations upon the Seller after the Closing Date.

(j)

Assigned Contracts. The Seller is entitled to assign the Assigned Contracts (other than the Wal-Mart Contract) in accordance with this Agreement. Each Assigned Contract is in full force and effect, unamended and is legal, valid, binding and enforceable in accordance with its terms with respect to the Seller and, to the Knowledge of the Seller, each other party thereto. There is no material term, obligation, understanding or agreement that would modify any term, obligation, understanding or agreement of any Assigned Contract or any right or obligation of a party thereunder which is not reflected on the face of such Assigned Contract. The Seller is not participating in any discussions or negotiations regarding a material modification of or amendment to any Assigned Contract or the entry into of any new material Contract applicable to the Business. The Seller and each of the other parties thereto have performed all material obligations to be performed under the Assigned Contracts, and neither the Seller nor, to the Knowledge of the Seller, any other party thereto is in default under any provision of such Assigned Contracts, and no event or condition has occurred which constitutes, or which with the passage of time or the giving of notice or both will constitute, a default under any provision thereof. No waiver, indulgence or postponement of the material obligations under any of the Assigned Contracts has been granted by the Seller. The Seller has not received written notice that any Location Provider intends to cancel a Purchased Contract or to withdraw a Purchased Contract ATM from service under a Purchased Contract. None of the Location Providers has the right to terminate a Purchased Contract at law prior to the expiry of the term on notice, in the absence of breach by the Seller or other enumerated grounds for termination.

(k)

ATMs. The ATMs referred to in the Purchased Contracts exist, are processing transactions and are located at the Locations set out in Exhibit “A”. All of the Seller Owned ATMs and, to the Knowledge of the Seller, all of the other

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	Purchased Contract ATMs are in good operating condition, repair and maintenance in all material respects, except for normal wear and tear incurred in the ordinary course of business. The software which operates each Purchased Contract ATM complies with the specifications of Interac and the Seller’s or the Seller’s agent’s Switch. The software which operates each Purchased Contract ATM which (i) is a Seller Owned ATM or (ii) was sold by the Seller or any of its predecessors, complies with the original specifications of the manufacturer and had been properly licensed for use in the Purchased Contract ATM. Each of the Purchased Contract ATMs is in compliance with all Interac regulations and other requirements currently in effect and all current requirements of the Seller’s or the Seller’s agent’s Switch. Each of the Seller Owned ATMs that complies with and satisfies the 3DES standard has been identified on Exhibit “A”.
(l)	Ownership. The Seller Owned ATMs other than those in Inventory are those identified as such on Exhibit “A” hereto.
(m)	Communications Numbers. e-Funds owns all telephone numbers (including toll free telephone numbers), facsimile numbers and other communications numbers used in connection with the Business.
(n)	Services. Exhibit “A” identifies those Locations where the Seller is responsible for providing or paying for (i) telephone lines or other telecommunication connections and/or (ii) the provision and/or loading of Vault Cash.
(o)	Transactions. Other than as indicated on Exhibit “A2” and except for the portion of the Interchange Fee and Surcharge payable to the Location Providers as set forth in the Purchased Contracts, there are no Contracts or other obligations which will be binding on the Purchaser following Closing and which will require that any portion of the Interchange Fee or Surcharge be paid to a third party (including any payments to dealers, sales persons, agents or other intermediaries). None of the amounts payable to the Location Providers are subject to a Contract providing that they will increase in the future or under certain circumstances.
(p)	Licences. Schedule 5.1(p) is a true and complete list of all Licenses held by the Seller in connection with the Business.
(q)	Employee Plans. Schedule 5.1(q) sets forth a true, complete and accurate description of the material terms and conditions of each retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other compensation plan or arrangement or other employee benefit which is maintained, or otherwise contributed to or required to be contributed to, by the Seller for the benefit of employees or former employees of the Seller employed in connection with the Business (the “Employee Plans”). Each Employee Plan has been maintained in compliance with its terms and with the material requirements prescribed by any and all applicable Laws.

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(r)

Employees. Schedule 7.12 specified the length of hire, title or classification and rate of salary or hourly pay, compensation and commission or bonus entitlements (if any) for each Employee. None of the Employees has been absent continually from work for a period in excess of one month. There are no complaints, claims or charges outstanding, or to the best of the Knowledge of the Seller, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Regulatory Authority against or in respect of the Seller under or in respect of any labour or employment-related Laws in the Provinces of Ontario, Manitoba and any other jurisdiction in which the Business operates. None of the Employees are in receipt of benefits under the Workplace Safety and Insurance Act (Ontario) or predecessor to that Act, or similar and applicable Laws in any other jurisdiction in which the Business operates. The Seller is in material compliance with the Employment Standards Act (Ontario) and other labour or employment-related Laws.

(s)

Labour Relations.

(i)	No employee of the Seller, since becoming an employee of the Seller, has been, and currently is not, represented by a labour organization or group that was either certified or voluntarily recognized by any labour relations board or certified or voluntarily recognized by any other Regulatory Authority;
(ii)	the Seller is not engaged in any labour negotiation with any trade union, labour union or employee organization;
(iii)	the Seller is not and has never been a signatory to a collective bargaining agreement with any trade union, labour union or employee organization;
(iv)	no representation election petition or application for certification has been filed or is pending with any Regulatory Authority involving or relating to any of the Seller’s employees and no union organizing campaign or other attempt to organize or establish a labour union, employee organization or labour organization or group involving employees of the Seller has occurred, is in progress or, to the Knowledge of the Seller, is threatened;
(v)	the Seller (nor any of its employees) is not and has not been engaged in any unfair labour practice and the Seller is not aware of any pending or, to the Knowledge of the Seller, threatened labour board proceeding of any kind;
(vi)	no grievance, application or arbitration demand or proceeding has been filed or is pending or, to the Knowledge of the Seller, has been threatened against the Seller;
(vii)	no labour dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), or other “concerted action”

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	involving the employees of the Seller has occurred, is in progress or, to the Knowledge of the Seller, has been threatened;
(viii)	no breach of contract or denial of fair representation claim has been filed or is pending or, to the Knowledge of the Seller, threatened against the Seller;
(ix)	no citation or Order has been issued by any Regulatory Authority against the Seller and no notice of contest, claim, complaint, charge, prosecution, investigation, or other administrative enforcement proceeding involving the Seller has been filed or is pending or, to the Knowledge of the Seller, threatened against the Seller under any applicable Laws or the Criminal Code (Canada) relating to occupational safety and health; and
(x)	no investigation or citation of the Seller has occurred and no enforcement proceeding has been initiated or is pending or, to the Knowledge of the Seller, threatened under federal or foreign immigration Law.

(t) Intellectual Property.

(i)	To the Knowledge of the Seller, neither the use of the Intellectual Property included in the Purchased Assets nor the conduct of the Business by the Seller, infringes upon or misappropriates any Intellectual Property owned or held by any other Person. The Seller has not received any charge, complaint, claim, demand, or notice alleging any infringement, misappropriation or violation with respect to any Intellectual Property.
(ii)	To the Knowledge of the Seller, there is no unauthorized use, infringement or misappropriation of the Intellectual Property included in the Purchased Assets by any Person. The Seller has not covenanted or agreed with any Person not to sue or otherwise enforce any legal rights with respect to the material Intellectual Property included in the Purchased Assets.
(iii)	The Intellectual Property included in the Purchased Assets is valid, subsisting and enforceable and all of the Intellectual Property included in the Purchased Assets is in compliance in all material respects with all Laws (including payment of filing, examination, and maintenance fees and proofs of working or use).

(u)	Financial Statements. The Financial Statements have been prepared from, and in accordance with, the books and records of the Seller and with GAAP, are correct and complete and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Seller as at the respective dates of the Financial Statements.
(v)	Tax Matters.

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(i)	All Tax Returns required to be filed by the Seller prior to the date hereof have been filed and all such Tax Returns are true, correct and complete, in all material respects. All Taxes which are due and payable, or claimed to be due and payable by any taxing authority (without regard to whether or not such Taxes are shown as due on any Tax Returns) have been paid. There has been no waiver or extension of the statute of limitations with regard to Tax matters that currently remains in effect.
(ii)	There is no material action, suit, proceeding, audit, assessment, reassessment, investigation or claim pending or, to the Knowledge of the Seller, threatened in respect of any Taxes which may affect the Business or the Purchased Assets, nor has any material deficiency or claim for any such Taxes been proposed, asserted or, to the Knowledge of the Seller, threatened.
(iii)	The Seller has complied in all material respects with all rules and regulations relating to the withholding, collecting, charging and remitting of Taxes relating to the Business.

(w)	Absence of Changes. Since September 30, 2006, there has not been (a) any Material Adverse Effect, or (b) any action taken of the type described in Section 7.4 that, had such action occurred following the date hereof without the Purchaser’s prior approval, would be in violation of such Section 7.4.
(x)	GST Registration. The Seller is registered for purposes of Part IX the ETA and has been assigned GST/HST number 12975 0816 RT0001 and is similarly registered for Quebec sales tax purposes and has been assigned the following registration numbers: NEQ # 1146837464; ID # 1013231253; and File # TQ0001.
(y)	Legal Proceedings. There are no suits, claims, actions (arbitration or legal) or administrative or other proceedings or governmental investigations which are pending or, to the Knowledge of the Seller, (i) either threatened against the Seller, against any of its officers, directors, employees, agents, or affiliates or against any Location Provider (with respect to the Purchased Contract ATMs) or (ii) as to which the Seller or any of its officers, directors, employees, agents or affiliates may become a party or be affected thereby and, to the Knowledge of the Seller, the Seller is not the subject of any investigation or proceedings, and none of the Purchased Assets or the Business is in any manner, directly or indirectly, affected by any Order.
(z)	Accounts and Records. The Seller, in all material respects, maintains and shall continue to maintain up to and including the Closing Date, full, true and complete books of account and records with respect to dealings with the suppliers and customers, including without limitation, Location Providers, of the Business accurately reflecting all matters normally entered into books of account maintained in accordance with sound business practices and such books of

26

	account and records have been maintained, in all material respects, and shall continue to be maintained, in all material respects, in accordance with GAAP.
(aa)	Canadian Resident. The Seller is not a non-resident of Canada within the meaning of the Tax Act.
(bb)	Attorneys. No Person holds any general or special power of attorney from the Seller in connection with the Business that will affect the Business after Closing.
(cc)	Non-Arm’s Length Transactions. The Seller is not a party to any Contract (other than employment agreements) with any officer, director, employee, shareholder or any other Person not dealing at arm’s length within the meaning of the Tax Act with the Seller or with the Shareholder or any Affiliate thereof in connection with the Business. None of the Location Providers or Investors has a direct or indirect interest in the Purchased Assets. To the knowledge of the Seller, no officer or director of the Seller, nor the Shareholder, and no entity which is an Affiliate of one or more of such individuals:

(i)

owns, directly or indirectly, any interest in (except for shares representing less than five per cent (5%) of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any Person which is, or is engaged in business as, a competitor of the Business or a lessor, lessee, supplier, distributor, sales agent or customer of the Seller; or

(ii)

owns, directly or indirectly, in whole or in part, any Purchased Asset.

(dd)	No Broker’s Fee. Except for amounts payable to Allen & Company or any of the Seller’s Affiliates for advisory services rendered in connection with the transactions contemplated hereby, which amounts will be paid by the Seller, the Seller has not incurred any obligation or liability for broker’s or finder’s fees with respect to the transaction contemplated hereby.
(ee)	Full Disclosure. Neither this Agreement nor any Ancillary Document contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
	The Purchaser acknowledges that, other than as set forth in this Agreement, neither the Seller nor any of its respective directors, officers, employees, stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Purchaser or its agents or representatives prior to the execution of this Agreement; and agrees, to the fullest extent permitted by Law (except with respect to claims of fraud), that neither the Seller nor any of its respective directors, officers, employees, stockholders, agents or representatives shall have any liability or responsibility whatsoever to the Purchaser on any basis (including in contract, tort or otherwise) based upon any

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information provided or made available, or statements made, to the Purchaser prior to the execution of this Agreement.

(ff)

No Additional Representations. Except as otherwise expressly set forth in Section 5.1, the Seller expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Business or the Purchased Assets, and the Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect of the Purchased Assets, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent it being understood such subject assets are being assigned “as in, where is” on the Closing Date, and in their present condition, and the Purchaser shall rely on its own examination and investigation thereof.

5.2 Representations and Warranties by the Purchaser.

     The Purchaser hereby represents and warrants to the Seller that the statements set out below are correct now and will be correct at the Time of Closing and acknowledges that the Seller is relying on such representations and warranties in connection with the sale of the Purchased Assets.

(a)	Organization. The Purchaser is a partnership validly existing under the laws of the Province of Ontario and has the power to own, lease and operate its property and to carry on the business as now being conducted by it. The Purchaser is duly qualified to do business in each jurisdiction in which the nature of the business or the property and assets owned or leased by it makes such qualification necessary.
(b)	Authorization. The Purchaser has the power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by EZEE ATM GP Inc., as general partner of, and for and on behalf of, the Purchaser and is a legal, valid and binding obligation of the Purchaser, enforceable against it by the Seller in accordance with its terms.
(c)	No Violation, Consents. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions herein provided by the Purchaser will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of, or termination of any obligation owing to, the Purchaser under: (i) any Contract to which the Purchaser is a party or by which it is or its properties are bound; or (ii) any provision of the constating documents, governing documents, by-laws or resolutions of the board of directors (or any committee thereof) of the Purchaser; (iii) any Order affecting the Purchaser; or (iv) any licenses held by the Purchaser or necessary to the ownership of the Purchased Assets or the operation of the Business. This Agreement, the entering into of this Agreement by the Purchaser and the consummation of the transactions

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	contemplated under this Agreement do not require the consent of, or notice to, any Person.
(d)	GST Registration. The Purchaser is registered for purposes of Part IX the ETA and has been assigned GST/HST number 89587 9009 RT0001 and is similarly registered for Quebec sales tax purposes and has been assigned registration number 1207346345 TQ 001.
(e)	Investment Canada Act. The Purchaser is a “Canadian” within the meaning of the Investment Canada Act.
(f)	Brokerage. The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Seller would become liable.

ARTICLE 6

SURVIVAL AND QUALIFICATION OF REPRESENTATIONS AND WARRANTIES

6.1 Survival of Representations and Warranties of the Seller.

     The representations and warranties of the Seller contained in this Agreement and any Ancillary Documents shall survive the Closing until eighteen (18) months following the Closing Date and, notwithstanding such Closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:

(a)	the representations and warranties set out in subsection 5.1(a) (Organization), subsection 5.l(b) (Authorization), subsection 5.l(c) (No Other Agreements to Purchase) and subsection 5.l(e) (Title to Purchased Assets) shall survive and continue in full force and effect without limitation of time;
(b)	a claim for any breach of any of the representations and warranties contained in this Agreement or in any Ancillary Document involving fraud or fraudulent or intentional misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; and
(c)	with respect to any Loss arising from or related to a breach of the representations and warranties of the Seller set forth in subsection 5.1(v) (Tax Matters), a claim may be made at any time until the 30th day following the last date on which the relevant tax authority is entitled to assess or reassess the Seller with respect to the event which gave rise to such Loss.

6.2 Survival of the Representations and Warranties of the Purchaser.

     The representations and warranties of the Purchaser contained in this Agreement and in any Ancillary Document shall survive the Closing until eighteen (18) months following the Closing Date and, notwithstanding such Closing nor any investigations made by or on behalf of

29

the Seller, shall continue in full force and effect for the benefit of the Seller during such period, except that the representations and warranties set out in subsection 5.2(a) (Organization) and subsection 5.2(b) (Authorization) shall survive and continue in full force and effect without limitation of time.

6.3 Qualification of Representations and Warranties.

     Any representation or warranty made by a party as to the enforceability of this Agreement or any Ancillary Document (or in the case of the Seller with respect to any Assigned Contract) against such party (or any third party, as the case may be,) is subject to the following qualifications:

(a)	specific performance, injunction and other equitable remedies are discretionary and in particular, may not be available where damages are considered an adequate remedy; and
(b)	enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other laws generally affecting enforceability of creditors’ rights.

ARTICLE 7
COVENANTS

7.1 Post-Closing Reconciliation

     The Purchaser and the Seller hereby agree that all amounts receivable or payable under the Purchased Contracts prior to the Change Over Time are for the account of the Seller and that all amounts receivable or payable under the Purchased Contracts subsequent to the Change Over Time are for the account of the Purchaser. Upon receipt by the Purchaser or the Seller of an amount owed to the other of them, the receiving party shall forthwith remit such amount to the party to which such amount is properly owed.

     At Closing, the Seller shall pay to the Purchaser any and all deposits paid to the Seller by or on behalf of any Location Providers under any Purchased Contracts and the Seller and Purchaser agree to prepare and timely file an election under subsection 20(24) of the Tax Act and any corresponding provincial provision in an amount equal to the amount of the deposits paid over to the Purchaser or, where applicable, such lesser portion thereof that are included in the Seller’s income for tax purposes in accordance with its past practice.

7.2 Access to Information.

     Until Closing, the Seller will permit the Purchaser and its representatives to review the files and records of the Seller relating to the Purchased Assets and shall provide to the Purchaser and its representatives reasonable access, during reasonable hours, to any and all of its premises, employees, Contracts and Books and Records. Without limiting the generality of the foregoing, the Seller will authorize the Purchaser to have direct access to the transaction and other data concerning the Purchased Contract ATMs available from the Seller’s or the Seller’s agent’s

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Switch. Such investigation and examination shall not affect the Seller’s representations and warranties in this Agreement, all of which shall continue in full force and effect.

7.3 Customer Visits.

     During the period commencing on the date hereof and ending on the Closing Date, and subject to reasonable limitations, the Seller shall permit the Purchaser to discuss and meet, and shall cooperate in such discussions and meetings, with up to 50 customers (including any Location Provider) of the Seller that the Purchaser so requests. A senior executive of the Seller shall have the right to accompany the Purchaser’s representative to such meeting and shall participate with the Purchaser’s representative in any such discussions. Furthermore, the Seller shall cooperate with the Purchaser in the preparation of a presentation to such customers with respect to the transactions contemplated hereby. All costs relating to the actions described in this Section 7.3 shall be borne solely by the Purchaser. The Seller shall promptly notify the Purchaser if a commercial relationship and/or Contract they have with a customer terminates during the period commencing on the date hereof and ending on the Closing Date.

7.4 Maintenance of Business.

     For the period commencing on the date hereof and ending at the Time of Closing, the Seller shall:

(a)	carry on the Business in the ordinary and normal course consistent with past practice;
(b)	not enter into any transaction or shall refrain from doing any action which, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Seller contained herein;
(c)	use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Seller relating to the Business, keep the officers and employees of the Seller available to the Purchaser and preserve the relationships and goodwill of the Seller with customers, distributors, suppliers, employees, Location Providers and other Persons having relations with the Business;
(d)	not (i) sell any Purchased Asset, other than Inventory in the ordinary course of business consistent with past practice, (ii) create, incur or assume any indebtedness secured by a Purchased Asset, (iii) grant, create, incur or suffer to exist any Lien on any Purchased Asset that did not exist on the date hereof, (iv) or enter into any Contract relating to the Business other than in the ordinary course of business consistent with past practice;
(e)	knowingly waive any right of substantial value relating to the Business;
(f)	terminate or modify any of the Assigned Contracts other than in the ordinary course of business consistent with past practice;

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(g)	maintain its existence and good standing in its jurisdiction of organization and in each jurisdiction in which the ownership or leasing of its property relating to the Business or the conduct of the Business requires such qualification;
(h)	not increase in any manner the base compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of the Employees;
(i)	not pay or agree to pay any additional pension, retirement allowance or other employee benefit under any Employee Plan to any of the Employees;
(j)	not adopt, amend or terminate any Employee Plan or increase the benefits provided under any Employee Plan, or promise or commit to undertake any of the foregoing in the future;
(k)	not enter into a collective bargaining agreement;
(1)	not amend or terminate any existing employment agreement or enter into any new employment agreement with respect to any Employee;
(m)	maintain Inventory at levels that are in the ordinary course of business and consistent with past practice;
(n)	continue to extend customers credit, collect accounts receivable and pay accounts payable and similar obligations relating to the Business in the ordinary course of business consistent with past practice;
(o)	perform in all material respects all of its obligations under, and not default or suffer to exist any event or condition that with notice or lapse of time or both could constitute a material default under any Assigned Contract (except those being contested in good faith) and not enter into, assume or amend any Contract relating to the Business other than in the ordinary course of business consistent with past practice;
(p)	maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by or on behalf of the Seller relating to the Business;
(q)	continue to maintain its Books and Records in accordance with GAAP consistently applied and on a basis consistent with the Seller’s past practice; and
(r)	not authorize, or commit or agree to take, any of the foregoing actions that are prohibited by this Section 7.4;

in each case other than (i) with the prior written consent of the Purchaser, acting reasonably, or (ii) as may be necessary in order to allow the Seller to consummate the transaction contemplated by this Agreement.

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In connection with the continued operation of the Business during the period commencing on the date hereof and ending at the Time of Closing, the Seller shall confer in good faith on a regular and frequent basis with the Purchaser regarding operational matters and the general status of ongoing operations of the Business. The Seller hereby acknowledges that the Purchaser does not and shall not waive any right it may have hereunder as a result of such consultations. The Seller shall not take any action that would, or that could reasonably be expected to, result in any representation or warranty of the Seller set forth herein to become untrue.

7.5 Notices of Certain Events.

     The Seller shall promptly notify the Purchaser of:

(a)	any fact, condition, change or event that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect or otherwise result in any representation or warranty of the Seller hereunder being inaccurate in any material respect as of the date of such fact, condition, change or event;
(b)	any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby;
(c)	any notice or other communication from or to any Regulatory Authority in connection with the transactions contemplated hereby;
(d)	any action, suit, claim, investigation or proceeding commenced or, to the Knowledge of the Seller, threatened against, relating to or involving or otherwise affecting the Seller or the Business that, if pending on the date hereof would have been required to have been disclosed pursuant to subsection 5.1(y) or that relate to the consummation of the transactions contemplated hereby; and
(e)	(i) the damage or destruction by fire or other casualty of any Purchased Asset or part thereof or (ii) any Purchased Asset or part thereof becoming the subject of any proceeding (or, to the Knowledge of the Seller, threatened proceeding) for the taking thereof or of any right relating thereto by expropriation or other similar governmental action.

The Seller hereby acknowledges that the Purchaser does not and shall not waive any right it may have hereunder solely as a result of such notifications and no notification given pursuant to this Section 7.5 shall in any way limit the Purchaser’s exercise of its rights hereunder.

7.6 Non-Assignable Contracts.

     Subject to Schedule 3.5, to the extent that assignment hereunder by the Seller of any Assigned Contract is not permitted or is not permitted without the consent of a third party (which consent shall not have been obtained at the Time of the Closing and the failure to obtain such consent has not been waived by the Purchaser), (a) this Agreement shall not be deemed to constitute an assignment of any such Assigned Contract if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Assigned Contract,

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(b) the Seller shall hold such Assigned Contract and all rights and benefits thereunder in trust and as agent for the Purchaser, (c) if the Purchaser enjoys the rights and benefits from such Assigned Contract pursuant to the arrangement described in clause (b) above, it shall perform the obligations thereunder on or arising after the Time of Closing; provided that if the Purchaser does not enjoy the rights and benefits of such Assigned Contract, the Purchaser shall not assume any obligations or liabilities thereunder, and (d) the Seller shall take all actions requested by the Purchaser acting reasonably and cooperate with it to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Assigned Contract in respect of which the assignment is not permitted or is not permitted without the consent of a third party (it being understood that the Seller does not guarantee their ability to obtain such new Contract). Without in any way limiting the Seller’s obligations to obtain all consents and waivers necessary for the sale, transfer, assignment and delivery of the Assigned Contracts to the Purchaser hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent, the Seller shall continue to use best efforts to obtain such consents and shall cooperate with the Purchaser in any arrangement designed to provide the Purchaser with the rights and benefits (subject to the obligations) under the Assigned Contracts. Nothing in this Section 7.6 shall be construed to limit or diminish in any way the representations and warranties of the Seller contained in Section 5.1.

7.7 Reasonable Efforts; Further Assurances; Cooperation.

     Subject to the other provisions hereof, each party shall each use its reasonable, good faith efforts to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all Required Consents and all approvals referred to in subsection 8.1(c) and to satisfy all conditions to its obligations hereunder and to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other party and its officers, directors, managers, employees, agents, legal counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder.

     The Seller will use its commercially reasonable best efforts to assist the Purchaser in obtaining ownership rights in or the right to use, the telephone numbers (including toll free telephone numbers), facsimile numbers and other communications numbers used in connection with the Business which are owned by e-Funds Corporation (provided that the Seller shall not be required to expend any money to obtain any such ownership or usage rights).

7.8 Bulk Sales Act.

     The Purchaser and the Seller hereby waive compliance with the Bulk Sales Act (Ontario) and with the provisions of comparable Laws relating to bulk transfers as adopted in the various jurisdictions in which the Purchased Assets are located, to the extent applicable to the transactions contemplated hereby.

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7.9 Clearance Certificates.

     The Seller shall take such action as are necessary to obtain a section 6 certificate under the Retail Sales Tax Act (Ontario) and its equivalent in each province and territory in which the Business is conducted and shall deliver to the Purchaser a copy of each such certificate at Closing.

7.10 Transfer Taxes; Expenses.

     Any Taxes or recording fees payable as a result of the purchase and sale of the Purchased Assets or any other action contemplated hereby (other than any federal, provincial, local or foreign taxes measured by or based upon income or gains imposed upon the Seller) shall be paid by the Purchaser. The Purchaser and the Seller shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications and other documents regarding Taxes and all transfer, recording, registration and other fees that become payable in connection with the transactions contemplated hereby that are required to be filed at or prior to the Closing. The Seller shall pay all Taxes relating to the Business which arise prior to or are related to a period of time prior to the Closing Date.

7.11 Use of Name.

     The Purchaser acknowledges and agrees that, except for the limited right as expressly provided below or any rights expressly provided in a mutually executed separate licensing agreement, no interest in or right of any nature to use the names “TRM”, “TRM Canada Corporation” or any confusingly similar derivation or modification thereof (collectively, the “Retained Names and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Notwithstanding the foregoing, for a period beginning on the Closing Date and ending six (6) months later (the “Transition Period”), the Purchaser may use existing signage and similar marketing materials affixed to the ATMs as of the Closing Date that bear any Retained Names and Marks. The Purchaser shall in no case be entitled to use any of the Retained Names and Marks for any general or other purpose (save and except as provided for in subsection 2.1(g)), it being expressly understood and agreed that this limited right is an accommodation and for convenience only. The Purchaser agrees that it shall not alter such signage or marketing materials in any way and shall not use such materials in any geographic location other than in those specific Locations as of the Closing Date. The Purchaser shall take no actions that may reasonably be expected to in any manner diminish the value of the Retained Names and Marks. Without limiting the Purchaser’s duty provided for by the foregoing, the Purchaser shall consult with the Seller from time to time as requested by the Seller prior to taking any action with respect to use of the Retained Names and Marks or any signage or marketing materials upon which they appear. The Purchaser shall hold the Seller and any Affiliate of the Seller harmless from any act or omission that it takes with respect to use of the Retained Names and Marks during the Transition Period.

7.12 Access Cash.

     The Seller hereby acknowledges that, as of and from the Closing, the Purchaser shall be the owner of the “Access Cash” name and all Intellectual Property related thereto in Canada

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only, and any applications and/or registrations thereto, and agrees that it will not do anything inconsistent with the Purchaser’s Intellectual Property rights thereto. The Seller agrees to place at Closing on the www.access-cash.com home page a standard size button directing users to visit the Canadian Access Cash website, at the URL to be provided from time to time by the Purchaser.

7.13 Employees.

(a)

Offers. Prior to the Closing Date, the Purchaser shall offer employment to all of the employees of the Seller listed in Schedule 7.12 (the “Employees”). Such offers of employment shall be conditional upon Closing, with effect on the Closing Date. All such offers of employment shall be on terms and conditions no less favourable, in the aggregate, than the terms and conditions of employment of such employees immediately prior to the Closing Date, including with respect to base salaries or base wages currently paid to such employees by the Seller. Such offers of employment shall recognize each employee’s years of service with the Seller and the Business. All such employees who accept an offer of employment by the Purchaser shall hereinafter be referred to as the “Transferred Employees”. The Purchaser shall have no obligation in respect of any employee who refuses the Purchaser’s offer of employment (a “Declining Employee”).

(b)

Sellers’ Responsibilities. All costs, expenses and liabilities relating to the employment and termination of employment of the Declining Employees as well as any other employees of the Seller relating to the Business including without limitation, common law notice, pay in lieu of notice, wrongful dismissal damages, wages, incentive pay, commissions, termination pay, severance pay, overtime and vacation pay, employee benefits, Taxes and all other amounts owing to such employees, shall be paid and satisfied by the Seller. All costs, expenses and liabilities relating to the Transferred Employees for wages, incentive pay, commissions, overtime and vacation pay, employee benefits, Taxes and all other amounts earned or accrued by the Transferred Employees up to the date that immediately precedes the Closing Date, shall be paid and satisfied by the Seller (and, for greater certainty, shall not be included in the Assumed Liabilities). The Seller shall indemnify and save harmless the Purchaser in the event of any claim or complaint against the Purchaser commenced by or on behalf of (i) any Transferred Employee whose claim or complaint arises out of or relates to events or occurrences, or the actions or omissions of the Seller, occurring prior to the Closing Date, except for any severance and termination pay and common law notice (or pay in lieu of notice) claims arising as a result of termination of any such Transferred Employee’s employment by the Purchaser after the Closing Date; (ii) any Declining Employee and (iii) any other employee of the Seller. The Purchaser shall indemnify and save harmless the Seller in the event of any claim or complaint against the Seller commenced by or on behalf of any Transferred Employee where such claim or complaint arises out of or relates to events or occurrences, or the actions or omissions of the Purchaser, occurring after the Closing Date.

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(c)

Information. The Seller shall provide the Purchaser all information relating to each Employee as the Purchaser may reasonably request in connection with the employment or engagement of such individuals, including the names, ages, positions, initial employment dates, termination dates and re-employment dates if applicable, hours of work, compensation and Tax withholding history in a form that shall be usable by the Purchaser and such information shall be true and correct in all respects.

(d)

Communications. The Seller shall not make any communication to Employees regarding any benefit plan offer by the Purchaser or any compensation or benefits to be provided after the Closing Date without the advance approval of the Purchaser.

7.14 Delivery of Books and Records.

     The Purchaser agrees that it will preserve the Books and Records delivered by the Seller to the Purchaser at Closing to it for a period of six (6) years from the Closing Date, or for such longer period as is required by any applicable Law, and will permit the Seller or a representative designated by the Seller reasonable access thereto in connection with the affairs of the Seller relating to its matters, but the Purchaser shall not be responsible or liable to the Seller for or as a result of any accidental loss or destruction of or damage to any such Books and Records.

7.15 Inventory Count.

     On the day immediately prior to the Closing Date or such other date mutually agreed to between the Parties, the Purchaser and the Seller shall conduct a count of the Inventory of the Seller (the “Inventory Count”). Each of the Purchaser and the Seller shall be responsible for its own costs incurred in performing the Inventory Count.

7.16 Vault Cash.

     The Seller hereby agrees that, for a period of ninety (90) days following the Closing Date, it shall cooperate with and assist the Purchaser in order to provide for the orderly replacement of the Vault Cash in the Purchased Contract ATMs identified by the Purchaser from time to time following Closing in order to permit the uninterrupted operation of the Purchased Contract ATMs. Notwithstanding the generality of the foregoing, the Seller shall keep in full force and effect the Cash Funding & ABM Services Agreement dated January 18, 2002 between Securicor Canada Limited (“Securicor”) and the Seller (as successor in interest to Access Cash Canada Co.) with respect to the provision of Vault Cash (the “Vault Cash Agreement”) for a period of ninety (90) days following the Closing Date, subject to any termination right of Securicor thereunder or the notice in writing from the Purchaser that it no longer requires the services for the provision of Vault Cash under the Vault Cash Agreement. Any costs relating solely to the supply of Vault Cash under the Vault Cash Agreement relating to the period as of and from the Closing Date (which, for greater certainty, would not otherwise have been incurred by the Seller had the Vault Cash Agreement been terminated at Closing) shall be paid by the Purchaser. The Seller hereby acknowledges that the Purchaser would suffer important damages

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in the event the Vault Cash was removed from the Purchased Contract ATMs in contravention of this Section 7.16.

7.17 eFunds Agreement and Actress Website.

     The Seller hereby agrees that, for a period of ninety (90) days following the Closing Date, it shall cooperate with and assist the Purchaser in order to provide for the orderly transition of ATM transaction processing following Closing in order to permit the uninterrupted operation of the Purchased Contract ATMs. Notwithstanding the generality of the foregoing, the Seller shall keep in full force and effect the Agreement dated September 20, 2004 between eFunds Corporation (“eFunds”), eFunds Canada Corporation, TRM ATM Corporation and the Seller (the “eFunds Agreement”) for a period of ninety (90) days following the Closing Date, subject to any termination right of eFunds under the eFunds Agreements or the notice in writing from the Purchaser that it no longer requires the services provided by eFunds under the eFunds Agreement. The Seller shall direct eFunds to pay to the Purchaser all amounts payable by eFunds to the Seller in respect of the Purchased Contract ATMs for the period as of and from the Change Over Time as well as to provide to the Purchaser a copy of the Seller’s historical archives and journals for the Purchased Contract ATMs operated under the eFunds Agreement. Any costs relating solely to the provision of services for the applicable Purchased Contract ATMs under the eFunds Agreement relating to the period as of and from the Closing Date (which, for greater certainty, would not otherwise have been incurred by the Seller had the eFunds Agreement been terminated at Closing) shall be paid by the Purchaser. In addition, the Seller shall maintain in operation and continue to operate in the ordinary course of business the Actress website for a period of ninety (90) days following Closing.

7.18 3DES Upgrades.

     The Seller hereby agrees and covenants that, by no later than February 28, 2007, it shall upgrade, at its sole cost and expense, all NCR model ATMs in the Locations covered by the Wal-Mart Contract which are not 3DES compliant as of the Closing Date to render these so compliant. In the event the Seller fails to so upgrade these ATMs prior to such date, the Seller shall pay, within five (5) Business Days following February 28, 2007, the amount of $3,000 for each ATM which has not been so upgraded.

7.19 Employee Accrued Vacation.

     Following Closing, the Seller shall promptly pay all liabilities for accrued but unused vacation as well as accrued wages, salaries, commissions, bonuses and other compensation as at the Time of Closing to any Transferred Employee and shall, within thirty (30) days following the Closing Date, deliver to the Purchaser evidence satisfactory to the Purchaser that such payments have been made.

7.20 Tax Proceedings.

(a) Each party shall provide to the other party such information as may reasonably be requested by the other party in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or

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	administrative proceeding relating to liability for Taxes with respect to the Business. Each party shall retain, for a reasonable period of time, and provide the other party upon request and reasonable notice with, any records or information which it in fact has and which may be relevant to such return, audit or examination, proceeding or determination.
(b)	The Seller shall promptly notify the Purchaser, and the Purchaser shall promptly notify the Seller, in writing, of any notice of a tax deficiency, assessment or audit relating to the Business.

ARTICLE 8
CONDITIONS OF CLOSING

8.1 Conditions of Closing in Favour of the Purchaser.

     The sale and purchase of the Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed at or prior to the Time of Closing:

(a)	Representations and Warranties. The representations and warranties of the Seller contained in this Agreement shall be true and correct at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time, and a certificate of an executive officer of the Seller dated the Closing Date to that effect shall have been delivered to the Purchaser, such certificate to be in form and substance satisfactory to the Purchaser, acting reasonably.
(b)	Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by the Seller at or before the Time of Closing shall have been complied with or performed and a certificate of an executive officer of the Seller dated the Closing Date to that effect shall have been delivered to the Purchaser, such certificates to be in form and substance satisfactory to the Purchaser, acting reasonably.
(c)	Regulatory Consents. There shall have been obtained, from all appropriate Regulatory Authorities, such approvals as are required by Law to be obtained by the Seller to permit the change of ownership of the Purchased Assets contemplated hereby in each case in form and substance satisfactory to the Purchaser, acting reasonably.
(d)	Required Consents. The Seller shall have given or obtained the Required Consents (including, without limitation, the consent of Wal-Mart under the Wal- Mart Contract (the “Wal-Mart Consent”)), in each case in form and substance satisfactory to the Purchaser, acting reasonably.
(e)	No Material Adverse Effect. Between the date hereof and the Closing Date, there shall not have occurred any Material Adverse Effect.

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(f)	No Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the Purchased Assets contemplated hereby.
(g)	Release of Liens. The Seller shall have delivered to the Purchaser satisfactory evidence that all Liens affecting any of the Purchased Assets have been released.
(h)	Wal-Mart Contract. The Purchaser shall have received confirmation, satisfactory to the Purchaser, that Wal-Mart Canada Corp. has complied fully with its obligations under Section 5.04 of the Wal-Mart Contract and that, without limitation, all of the Vault Cash located in the ATMs covered by the Wal-Mart Contract belongs to Wal-Mart and is being loaded and unloaded solely by Wal-Mart.
	In addition, the Wal-Mart Contract shall have been amended, to the satisfaction of the Purchaser, to provide that the “License Fee” payable to Wal-Mart Canada Corp. under the Wal-Mart Contract shall be equal, in respect of each Licensed Premise (as defined in the Wal-Mart Contract), to (i) XXXX XXX XXXXXXXXXXX XXXXXXXXXXX XX XXX XXXXXXXX XXXXXXXXX XXX XXXX XXXXXXXXXXX XXXXXXX X XXX XXX inclusively at such Licensed Premise in the immediately preceding month; (ii) XXXX XXX XXXXXXXXXXX XXXXXXXXXXX XX XXX XXXXXXXX XXXXXXXXX XXX XXXX XXXXXXXXXXX XXXXXXX X XXX XXX inclusively at such Licensed Premise in the immediately preceding month; (iii) $ XXXX XXX XXXXXXXXXXX XXXXXXXXXXX XX XXX XXXXXXXX XXXXXXXXX XXX XXXX XXXXXXXXXXX XXXXXXX X XXX XXXS inclusively at such Licensed Premise in the immediately preceding month; (iv) XXXX XXX XXXXXXXXXXX XXX XXXX XXXXXXXXXXX XXXXXXX XXXXX XXX XXXXX inclusively at such Licensed Premise in the immediately preceding month; and (v) XXXX XXX XXXXXXXXXXX XXX XXXX XXXXXXXXXXX XXXXX XXXXX at such Licensed Premise in the immediately preceding month.
(i)	eFunds Notice to Open Solutions. The Seller and eFunds shall have delivered to the Switch for the Purchased Contract ATMs all such notices or directions as may be required by such Switch in order to notify the Purchaser’s Switch of the assignment of the Purchased Contracts to the Purchaser, to transfer the transaction processing for the Purchased Contract ATMs to the Purchaser’s Switch and to instruct the Purchaser’s Switch to begin depositing the Seller’s share of the Surcharges and Interchange Fees into the Purchaser’s bank account.
(j)	Telephone Lines. The Seller shall provide evidence that Persons providing telephone lines or other telecommunication connections (for which the Seller is responsible, as set out in Exhibit “A”) to the Purchased Contract shall have consented to the assignment of such lines or connections to the Purchaser.
(k)	Escrow Agreement. The Seller and the Escrow Agent shall have executed and delivered to the Purchaser an escrow agreement in form and content satisfactory to the Seller and the Purchaser, acting reasonably (the “Escrow Agreement”).

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(l)	Legal Opinion. The Seller shall have delivered to the Purchaser a favourable opinion of legal counsel to the Seller, in form and substance satisfactory to the Purchaser, acting reasonably.
(m)	Other Documents. The Seller shall execute and deliver or cause to be executed and delivered to the Purchaser such other documents relevant to the Closing as the Purchaser, acting reasonably, may request.
(n)	Best Efforts. The Seller shall use their best efforts to satisfy the conditions contained in this Section 8.1.

8.2 Conditions of Closing in Favour of the Seller.

     The purchase and sale of the Purchased Assets is subject to the following terms and conditions for the exclusive benefit of the Seller, to be fulfilled or performed at or prior to the Time of Closing:

(a)	Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct at the Time of Closing, with the same force and effect as if such representations and warranties were made at and as of such time, and a certificate of the President of the Purchaser dated the Closing Date to that effect shall have been delivered to the Seller, such certificate to be in form and substance satisfactory to the Seller, acting reasonably.
(b)	Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before the Time of Closing shall have been complied with or performed and a certificate of the President of the Purchaser dated the Closing Date to that effect shall have been delivered to the Seller, such certificate to be in form and substance satisfactory to the Seller, acting reasonably.
(c)	No Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit the purchase and sale of the Purchased Assets contemplated hereby.
(d)	Escrow Agreement. The Purchaser and the Escrow Agent shall have executed and delivered to the Seller the Escrow Agreement.
(e)	Other Documents. The Purchaser shall execute and deliver or cause to be executed and delivered to the Seller such other documents relevant to the closing of the transaction contemplated hereby as the Seller, acting reasonably, may request.
(f)	Best Efforts. The Purchaser shall use its best efforts to satisfy the conditions contained in this Section 8.2.

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ARTICLE 9
CLOSING ARRANGEMENTS

9.1 Place of Closing.

     The closing shall take place at the Time of Closing at the offices of Fasken Martineau DuMoulin LLP, counsel for the Seller, in Toronto, Ontario.

9.2 Transfer.

     Subject to compliance with the terms and conditions hereof, the transfer of possession of the Purchased Assets shall be deemed to take effect as at the Time of Closing.

9.3 Seller Closing Deliveries.

     At the Closing, the Seller shall deliver to the Purchaser the following:

(a)	the certificate executed by an executive officer of the Seller as set forth in subsections 8.1(a) and 8.1(b);
(b)	executed bills of sale, instruments of assignment, certificates of title and other conveyance documents, dated as of the Closing Date, transferring to the Purchaser all of the Seller’s right, title and interest in and to the Purchased Assets, together with possession of the Purchased Assets;
(c)	documents evidencing the assignment of the Assigned Contracts;
(d)	the Books and Records;
(e)	the Escrow Agreement, executed by the Seller;
(f)	certificate of compliance for the Seller issued by Industry Canada;
(g)	a signed original of the letter prepared by the Purchaser informing the Location Providers of the assignment of the Purchased Contracts to the Purchaser, that the Purchaser may reproduce and deliver to the Location Providers;
(h)	a file for each Purchased Contract which includes (i) an original (if available, but otherwise a copy) of the Purchased Contract and any amendments thereto, (ii) all terminal passwords, serial numbers, key codes, EPROM codes and other information required in order to gain access to the Purchased Contract ATM at that Location, and (iii) all documents and correspondence relevant to the administration of the Purchased Contracts;
(i)	all files and documentation with respect to the Intellectual Property included in the Purchased Assets; and

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(j) all other documents required to be entered into by the Seller pursuant hereto or reasonably requested by the Purchaser to convey the Purchased Assets to the Purchaser or to otherwise consummate the transactions contemplated thereby.

     Furthermore, prior to Closing the Seller shall have, or shall have caused its agents (including eFunds) to, effective as of the Change Over Time and as, if and when directed by the Purchaser, (i) transfer the transaction processing for the Purchased Contract ATMs to the Purchaser’s Switch, (ii) notify the Seller’s Switches of the assignment of the Purchased Contracts to the Purchaser and instruct the Seller’s Switches to begin depositing the Seller’s share of the Surcharge and Interchange Fees into the Purchaser’s bank account, and (iii) withdraw the Purchased Contract ATMs from the agreements under which helpdesk, maintenance and repair services are provided to the Purchased Contract ATMs.

9.4 Purchaser Closing Deliveries.

     On the Closing, the Purchaser shall deliver to the Seller or the Escrow Agent, as the case may be, the following:

(a)	the Holdback Amount to be paid at Closing pursuant to subsection 3.2(a), paid and delivered in accordance with such subsection;
(b)	the portion of the Purchase Price to be paid at Closing pursuant to subsection 3.2(b), paid and delivered in accordance with such subsection;
(c)	the certificate of the President of the Purchaser as set forth in subsections 8.2(a) and 8.2(b);
(d)	the Escrow Agreement, executed by the Purchaser;
(e)	certificate of status for EZEE ATM GP Inc.;
(f)	the tax elections described in Section 3.6; and
(g)	all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto or reasonably required by the Seller to convey the Purchased Assets to the Purchaser or to otherwise consummate the transactions contemplated hereby.

9.5 Further Assurances.

     Each party to this Agreement covenants and agrees that, from time to time subsequent to the Closing Date, it will, at the request and expense of the requesting party, execute and deliver all such documents, including, without limitation, all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as any other party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

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9.6 Risk of Loss.

     From the date hereof up to the Time of Closing, the Purchased Assets shall be and remain at the risk of the Seller.

ARTICLE 10
TERMINATION

10.1 Termination.

     This Agreement may be terminated:

(a)	in writing by mutual consent of the parties;
(b)	by written notice from the Seller to the Purchaser, in the event the Purchaser (i) fails to perform in any material respect any of its covenants or agreements contained herein required to be performed by it at or prior to the Closing or (ii) materially breaches any of its representations and warranties contained herein, which failure or breach is not cured within ten (10) days following the Seller having notified the Purchaser of its intent to terminate this Agreement pursuant to this Section 10.1;
(c)	by written notice from the Purchaser to the Seller, in the event the Seller (i) fails to perform in any material respect any of its covenants or agreements contained herein required to be performed by it at or prior to the Closing or (ii) materially breaches any of its representations and warranties contained herein, which failure or breach is not cured within ten (10) days following the Purchaser having notified the Seller of its intent to terminate this Agreement pursuant to this Section 10.1; or
(d)	by written notice by the Seller to the Purchaser or the Purchaser to the Seller, as the case may be, in the event the Closing has not occurred on or prior to January 31, 2007 (the “Expiration Date”) for any reason other than delay or non-performance of the party seeking such termination. For greater certainty, if this Agreement is terminated after the Change Over Time, all monies and other benefits accruing to the benefit of the Purchaser as a result of the operation of this Agreement shall be immediately returned to the Seller.

10.2 Specific Performance and Other Remedies.

     Each party hereby acknowledges that the rights of each party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that, in the event that any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at law. In the event that any party violates or fails or refuses to perform any covenant or agreement made by such party herein, the non-breaching party or parties may, subject to the terms hereof and in addition to any remedy at law for damages or other relief, institute and prosecute an action in any court of

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competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.

10.3 Effect of Termination.

     In the event of termination of this Agreement pursuant to this Article 10, this Agreement shall forthwith become void and there shall be no liability on the part of any party or its partners, officers, directors or shareholders, except for obligations under Section 13.4 (Commissions), Section 13.5 (Disclosure; Public Announcements), Section 13.8 (Transaction Costs) and this Article 10, all of which shall survive the Termination Date; provided that the Seller or the Purchaser may bring an action pursuant to Article 11 against the other for damages suffered by the Seller or the Purchaser, as the case may be, where the termination results from the application of subsections 10.1(b) or 10.1(c), as the case may be. Nothing contained herein shall relieve any party from liability for any breach hereof.

ARTICLE 11
INDEMNIFICATION

11.1 Indemnification Obligations of the Seller and the Shareholder.

     The Seller and the Shareholder shall jointly and severally indemnify, defend and hold harmless the Purchaser and its Affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties”) from, against, and in respect of, any and all Losses (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:

(a)	(subject to Section 11.4) any breach or inaccuracy of any representation or warranty made by the Seller in this Agreement or in any Ancillary Document to which it is a party (for purposes of this subsection 11.1 (a), such representations and warranties shall be read without reference to materiality or similar monetary and non-monetary qualifications);
(b)	any breach of any covenant, agreement or undertaking made by the Seller in this Agreement or in any Ancillary Documents to which it is a party;
(c)	any fraud, willful misconduct or bad faith of the Seller in connection with this Agreement or in any Ancillary Document to which it is a party;
(d)	the existence or the assertion of any Liens on any of the Purchased Assets, any defect or deficiency in the Seller’s title to any of the Purchased Assets prior to the Closing, or the existence of any Contract, option or other right or privilege outstanding in favour of any Person for the purchase from the Seller of the Business (or any part thereof) or any of the Purchased Assets (other than Inventory in the ordinary course of business); and

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(e) any failure by the parties to comply with any applicable bulk sales Laws, except for Losses resulting from the failure of the Purchaser to pay, fulfill, perform, discharge and satisfy in due course the Assumed Liabilities in accordance with the terms thereof.

11.2 Indemnification Obligations of the Purchaser.

     The Purchaser shall indemnify and hold harmless the Seller and its Affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Losses (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to:

(a)	any breach or inaccuracy of any representation or warranty made by the Purchaser in this Agreement or in any Ancillary Document to which it is a party;
(b)	any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement or in any Ancillary Document to which it is a party; or
(c)	any fraud, willful misconduct or bad faith of the Purchaser in connection with this Agreement or the Ancillary Documents to which it is a party.

Notwithstanding any other provisions of this Agreement, the Purchaser shall indemnify and hold harmless the Seller Indemnified Parties from, against and in respect of any and all Losses (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to early termination after the Closing Date by the Seller of the following Contracts, which are not be assigned to the Purchaser: Fulcrum Publications; Gestion Communications Info Bar; R.I.B.A. Corp.; Serca Foodservice Inc.

11.3 Indemnification Procedure.

     Promptly following receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”) of notice by a third party (including any Regulatory Authority) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Loss, such Indemnified Party shall notify the Purchaser, the Seller or the Shareholder, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Losses resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such

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counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, then the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter.

     No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume and maintain the defense of such claim pursuant to this Section 11.3 or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees and Affiliates from all liability arising out of such claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (x) such settlement, compromise or consent includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates.

     In the event an Indemnified Party claims a right to payment pursuant hereto, such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this Section 11.3, it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 6.1 or Section 6.2, as the care may be. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article or the amount thereof, the claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article 11, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim

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(by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days following the final determination of the merits and amount of such claim, the Indemnifying Party shall pay to the Indemnified Party in immediately available funds in an amount equal to such claim as determined hereunder.

     If the amount of any payment due from the Seller under this Article 11 exceeds the available balance of the Holdback Amount at the time such payment is due or if the Holdback Amount has been disbursed to the Seller at the time such payment is due, any Purchaser Indemnified Party may claim such amount directly from the Seller or the Shareholder, and the Seller and the Shareholder shall be jointly and severally liable to such Purchaser Indemnified Party for such amount. The rights of the Purchaser to receive any disbursements from the Holdback Amount shall be without prejudice to any rights the Purchaser may have hereunder or otherwise to seek indemnity from the Seller and/or the Shareholder or to otherwise pursue any remedy available to it under applicable Laws (provided for greater certainty that in no case shall the Purchaser be entitled to double-recovery).

     Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable survival period set forth in Section 6.1 or 6.2, as the case may be, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

     In calculating the amount of any Losses of an Indemnified Party under this Article 11, there will be subtracted the amount of any (1) insurance proceeds actually received by the Indemnified Party with respect to such Losses and (2) third-party payments actually received by the Indemnified Party with respect to such Losses. In the event that the Indemnifying Party reimburses the Indemnified Party for any Losses prior to the occurrence of any events contemplated by clause (1) or (2) above, the Indemnified Party will remit to the Indemnifying Party any such amounts that the Indemnified Party subsequently receives or realizes with respect to such Losses. Upon the payment in full of any claim hereunder (whether by compromise or otherwise), the Indemnifying Party will be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

     Without limitation of their respective rights and obligations as set forth elsewhere in this Article 11, and subject to the procedures for indemnification claims set forth in this Article 11, the Seller or the Purchaser as an Indemnified Party, as the case may be, will act in good faith, will use commercially reasonable efforts to mitigate any Losses, will use similar discretion in the use of personnel and the incurring of expenses as the Indemnifying Party would use if it was engaged and acting entirely at its own cost and for its own account, and will consult regularly with the Indemnifying Party regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.

     The Seller and the Purchaser agree to treat all indemnity payments as adjustments to the amount of the total consideration paid for the Purchased Assets for all purposes related to Taxes to the extent permitted by applicable Law.

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     After the Closing, this Article 11 will constitute the Seller’s and the Purchaser’s exclusive remedy for any of the matters addressed herein or other claim arising out of or relating to this Agreement, other than fraud.

11.4 Liability Limits.

(a)

Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against the Seller or the Shareholder for indemnification pursuant to subsection 11.1 (a) for Losses unless and until the aggregate amount of such Losses exceeds $100,000 (the “Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for only those Losses in excess of $100,000; provided, however, that any claim relating to any breach or inaccuracy of any of the representations and warranties set out in subsection 6.1 (a) or 6.1(b) shall not be subject to the Basket.

(b)

The total aggregate amount of the liability of the Seller and the Shareholder for Losses of the Purchaser Indemnified Parties made pursuant to subsection 11.1 (a) shall be limited to the Purchase Price; provided, however, that the total aggregate amount of the liability of the Seller and the Shareholder for Losses of the Purchaser Indemnified Parties arising out of fraud or wilful misconduct or relating to any breach or inaccuracy of any of the representations and warranties set out in subsection 6.1(a) or 6.1(b) shall not be subject to any limits.

11.5 Investigations.

     The respective representations and warranties of the parties contained in this Agreement or any Ancillary Document delivered by any party at or prior to the Closing and the rights to indemnification set forth in this Article 11 shall not be deemed waived or otherwise limited or affected by any investigation made, or knowledge acquired, by a party.

11.6 Set Off.

     Any party shall be entitled to set-off any amount or right it may be entitled to pursuant to this Agreement against any amount, right or obligations owed to any other party under this Agreement or any Ancillary Document.

ARTICLE 12
RESTRICTIVE COVENANT

12.1 Non-Solicit.

     Each of the Seller and the Shareholder agrees that for a period of five (5) years from and after the Closing Date (the “Non-Solicit Period”), it will not, either itself or as a consultant, adviser, shareholder, partner or subcontractor, directly or indirectly, solicit, interfere with or endeavour to entice away any Location Provider, any other location providers of ATMs of the Purchaser or any employee, distributor, customer or supplier of the Purchaser or any direct or

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indirect Affiliate of the Purchaser. For greater certainty, nothing in this Section 12.1 shall restrict the Seller from providing photocopier machines and related services to any Person.

12.2 Non-Compete.

(a)

Each of the Seller and the Shareholder agrees and covenants, for the benefit of the Purchaser, that it shall not for the period of two (2) years from and after the Closing Date (the “Non-Competition Period”), anywhere in Canada, either itself or as a shareholder, partner, subcontractor, consultant, agent, lender, creditor, adviser or in any other capacity whatsoever, or in partnership, jointly, in conjunction with or otherwise in connection with any Person, directly or indirectly carry on or be engaged in or concerned with or have an ownership or other interest in, or advise, provide assistance, advice or lend money to, guarantee the debts or obligations of, or permit its name or any part thereof to be used or employed by or associated with any Person engaged in or concerned with or interested in, any business which is the same as or in competition in a material way with the Business or activities of the Purchaser related to the Business but which, for greater certainty, shall not include the business of owning and operating photocopier machines. For greater certainty, nothing in this Section 12.2 shall restrict the Seller from providing photocopier machines and related services to any Person.

(b)

The Purchaser agrees and covenants, for the benefit of the Seller and the Shareholder, that it shall not for the Non-Competition Period, anywhere in the United States, either itself or as a shareholder, partner, subcontractor, consultant, agent, lender, creditor, adviser or in any other capacity whatsoever, or in partnership, jointly, in conjunction with or otherwise in connection with any Person, directly or indirectly carry on or be engaged in or concerned with or have an ownership or other interest in, or advise, provide assistance, advice or lend money to, guarantee the debts or obligations of, or permit its name or any part thereof to be used or employed by or associated with any Person engaged in or concerned with or interested in, any TRM Competitive Business. Notwithstanding the foregoing, (i) the Purchaser shall not be restricted from acquiring any ownership interest in a Person that carries on any business with any member of the Wal-Mart Group in the United States, including any business competitive with the business or activities of the Seller or Shareholder with respect to the Wal-Mart Group, the foregoing restrictions shall not apply to any such acquired Person, and (ii) the foregoing restrictions shall not apply to the Purchaser to the extent the prohibited activities are conducted through a Person or business (including any assets of a Person) acquired by the Purchaser after the Closing Date. For the purposes of this subsection, the “TRM Competitive Business” means any business which is the same as or in competition in a material way with the Business insofar as it relates to any of the Wal-Mart Discount Stores, Wal-Mart Supercenter and Wal-Mart Neighborhood Market divisions of Wal-Mart Inc. or Sam’s Club (the “Wal-Mart Group”) (as such business is currently conducted by the Shareholder and as conducted by the Seller

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	pre-Closing) or activities of the Seller or Shareholder related to such business insofar as it relates to the Wal-Mart Group.
(c)	The Purchaser agrees to file a joint election under proposed subsection 56.4(7) of the Tax Act, in the form prepared by the Seller or the Shareholder, in respect of the granting of restrictive covenants by the Seller and Shareholder pursuant to this Agreement.

12.3 Confidential Information.

     Each of the Seller and the Shareholder acknowledges having confidential information concerning the Business, including without limitation the Locations Providers (including the addresses of the Locations). Each of the Seller and the Shareholder agrees that after Closing it will (i) not use the confidential information except in the proper conduct of their obligations under any agreement with the Purchaser, (ii) hold the confidential information in confidence, and (iii) not disclose the confidential information. The restrictions contained in this Section 1.1 (b) shall not restrict the Seller from providing photocopier machine and related services to any Person and, for greater certainty, nothing in this Section shall apply to information which is part of the public domain or becomes part of the public domain other than as a result of a breach of this Agreement or if the Seller or the Shareholder is required by Law to disclose the confidential information.

12.4 Remedies.

     Each of the Seller and the Shareholder agrees that, in the event that a court determines that there exists any actual or threatened breach of any of the covenants or agreements contained in this Article 6, without prejudice to any and all other rights and recourses of the Purchaser, the Purchaser shall have the right to enforce the terms and provisions thereof by specific performance and/or injunction.

12.5 Reasonableness.

     Each of the Seller and the Shareholder acknowledges that the length of the Non-Solicit Period and the Non-Competition Period and the scope of the covenants set forth in this Article 12 are fair, reasonable and valid, and are reasonably required for the protection of the Purchaser. Each of the Seller and the Shareholder acknowledges that they have received full consideration for the covenants set forth in this Article 12 including, without limitation, the Purchase Price, and that the covenants of the Seller and the Shareholder in this Article 12 are essential conditions of the transactions contemplated by this Agreement.

12.6 Limitation of Scope.

     If any of the provisions of this Article 12 shall be determined by a court of competent jurisdiction to be invalid because the Non-Solicit Period and/or the Non-Competition Period is too long or because the scope of any restriction is too broad, then the parties hereto expressly authorize such court to reduce the Non-Solicit Period, the Non-Competition Period and the scope of those restrictions as such court may determine.

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ARTICLE 13
GENERAL PROVISIONS

13.1 Counterparts, Facsimile Execution.

     This Agreement may be executed in several counterparts and such counterparts together shall constitute one and the same instrument. This Agreement or any counterpart may be delivered by fax or by electronic delivery of a scanned copy.

13.2 Notices.

     Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(A)	if to the Purchaser:
	35 Kelfield Street
	Toronto, Ontario
	M9W 5A1
	Attention:	The President
	Telecopier No.:	(416) 247-0235
	With a copy to:
	Davies Ward Phillips & Vineberg LLP
	1501 McGill College Avenue, 26th Floor
	Montreal, Quebec
	H3A 2N9
	Attention:	Philippe Johnson
	Telecopier No.:	(514) 841 6499
(B)	if to the Seller:
	c/o TRM Corporation
	1521 Locust Street
	Philadelphia, PA
	19102
	Attention:	Jeff Brotman
	Telecopier No.:	(215) 832-0078
	With a copy to:

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	Fasken Martineau DuMoulin LLP
	Suite 4200, Toronto Dominion Bank Tower
	Toronto-Dominion Centre
	Toronto, Ontario
	M5K 1N6
	Attention:	Jon Levin
	Telecopier No.:	(416) 364 7813
(C)	if to the Shareholder:
	1521 Locust Street
	Philadelphia, PA
	19102
	Attention:	Jeff Brotman
	Telecopier No.:	(215) 832-0078
	With a copy to:
	Fasken Martineau DuMoulin LLP
	Suite 4200, Toronto Dominion Bank Tower
	Toronto-Dominion Centre
	Toronto, Ontario
	M5K 1N6
	Attention:	Jon Levin
	Telecopier No.:	(416) 364 7813

     Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three (3) Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

     Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section 13.2.

13.3 No Solicitation of Transactions.

     Between the date of this Agreement and the Closing Date, the Seller and the Shareholder will not, directly or indirectly, through any Affiliate, officer, director, manager or agent of any of them or otherwise, initiate, solicit or encourage (including by way of furnishing non-public information or assistance), or enter into negotiations of any type, directly or indirectly, or enter into a confidentiality agreement, letter of intent or purchase agreement, merger agreement or

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other similar agreement with any Person other than the Purchaser with respect to a sale of the assets of the Seller relating to the Business other than in the ordinary course of business, or a merger, consolidation, business combination, sale of all or any portion of the share capital of the Seller, or the liquidation or similar extraordinary transaction with respect to the Seller. The Seller and the Shareholder shall notify the Purchaser orally (within one (1) Business Day) and in writing (as promptly as practicable) of all relevant terms of any inquiry or proposal by a third party to do any of the foregoing that the Seller or the Shareholder or any of its respective Affiliates or any of their respective officers, directors, partners, managers, employees, investment bankers, financial advisors, attorneys, accountants or other representatives may receive relating to any of such matters. In the event such inquiry or proposal is in writing, the Seller and that Shareholder shall deliver to the Purchaser a copy of such inquiry or proposal together with such written notice.

13.4 Commissions, etc.

     Each party agrees to indemnify and save harmless the other parties from and against all Losses suffered or incurred by any party in respect of any commission or other remuneration payable or alleged to be payable to any broker, agent, investment bank or other intermediary who purports to act or have acted for or on behalf of any other party.

13.5 Disclosure; Public Announcements.

     Subject to its legal obligations (including requirements of stock exchanges and applicable Regulatory Authorities), each party shall consult with the other parties with respect to the timing and content of all announcements regarding this Agreement or the transactions contemplated hereby to the financial community, Regulatory Authorities, employees, suppliers, customers or the general public and shall use reasonable efforts to agree upon the text of any such announcement prior to its release. Notwithstanding the foregoing, without the prior written consent of the other parties, no party shall disclose to any Person the fact that this Agreement has been entered into or any of the terms of this Agreement other than to such party’s advisers who reasonably need to know such information for the purpose of advising the disclosing party, it being understood that such adviser will be informed of the confidential nature of this Agreement and the terms of this Agreement and will be directed to treat such information as confidential in accordance with the terms of this Agreement.

13.6 Assignment.

     This Agreement may not be assigned by any party without the consent of the other parties, provided that the Purchaser may assign its rights under this Agreement to any Person acquiring all or substantially all of the assets of the Purchaser.

13.7 Cooperation Following the Closing.

     Following the Closing, each party shall deliver to the other parties such further information and documents and shall execute and deliver to the other parties such further instruments and agreements as any other party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose or to assure to any other party the benefits hereof.

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13.8 Transaction Costs.

     Except as otherwise expressly provided herein, (a) the Purchaser shall pay its own fees, costs and expenses incurred in connection herewith and the transactions contemplated hereby, including the fees, costs and expenses of its financial advisors, accountants and counsel, and (b) the Seller and the Shareholder shall pay the fees, costs and expenses incurred by each of them in connection herewith and the transactions contemplated hereby, including the fees, costs and expenses of financial advisors, accountants and counsel to the Seller and the Shareholder.

13.9 Counterparts.

     This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.

[signatures on following page]

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IN WITNESS OF WHICH this Agreement has been executed.

EZEE ATM GP INC, AS GENERAL		TRM (CANADA) CORPORATION
PARTNER OF EZEE ATM LP
By:	/s/ Chris Chandler,	By:	/s/ Jeffrey F. Brotman
	Chris Chandler, President	Name:	Jeffrey F. Brotman
		Title:	President
		TRM CORPORATION
		By:	/s/ Jeffrey F. Brotman
		Name:	Jeffrey F. Brotman
		Title:	President

Schedule List ⁽¹⁾

Schedule 2.1 Purchased Assets

Schedule 2.2 Excluded Assets

Schedule 3.3 Allocation of Purchase Price

Schedule 3.5 Purchase Price Adjustments

Schedule 5.1 Exceptions to Representations and Warranties by the Seller

Schedule 5.1(d) Required Consents

Schedule 5.1 (h) Termination Notices

Schedule 5.1(i) Contracts

Schedule 5.1(p) Licenses

Schedule 5.1(q) Employee Plans

Schedule 7.12 Employees

⁽¹⁾ Pursuant to Regulation S-K Item 601(b)(2), the Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

EX-2.3

Exhibit 2.3

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (“Agreement”) is dated as of December 13, 2006, by and among SKYVIEW CAPITAL, LLC, a limited liability company organized under the laws of Delaware (“Buyer”), TRM Copy Centers, LLC, a limited liability company organized under the laws of Delaware (“Copy Centers”), TRM Corporation, an Oregon corporation (“TRM”), and TRM Copy Centers (USA) Corporation, an Oregon corporation (“TRM CC”; TRM and TRM CC are collectively referred to herein as “Sellers”).

RECITAL

     Sellers desire to sell, and Buyer desires to purchase, certain of the operating assets and other rights of Sellers relating to Sellers’ photocopier business for the consideration and on the terms set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     The parties agree as follows:

1. DEFINITIONS AND USAGE

     1.1 DEFINITIONS

     For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

     “Accounts Payable” shall mean trade accounts payable and other payment obligations to vendors and service providers.

     “Accounts Receivable” shall mean (a) all trade accounts receivable and other rights to payment from customers of Sellers related to the Business and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Sellers, (b) all other accounts or notes receivable of Sellers related to the Business and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

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     “Affiliate” shall mean with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” having meanings correlative to the foregoing.

     “Agreement” shall mean as defined in the first paragraph of this Asset Purchase Agreement.

     “Ancillary Agreement” shall mean the agreements and documents executed and delivered in connection with the Contemplated Transactions.

     “Assets” shall have the definition set forth in Section 2.1.

     “Assumed Liabilities” shall have the definition set forth in Section 2.4(a).

     “Benefit Plan” shall mean employee benefit plans, programs, policies, arrangements or agreements, including “employee welfare benefit plans” and “employee pension benefit plans,” as defined in Sections 3(1) and 3(2), respectively, of ERISA, for the benefit of employees, officers, managers, and directors or their respective dependents or beneficiaries (or former employees, officers, managers, and directors or their respective dependents or beneficiaries).

     “Bill of Sale, Assignment and Assumption Agreement” shall have the definition set forth in Section 2.7(a)(ii).

     “Bulk Sales Laws” shall have the definition set forth in Section 5.8.

     “Business” shall have the definition set forth in Section 2.1.

     “Business Days” shall mean any day of the year other than (a) Saturday or Sunday, or (b) any other day on which banks located in Portland, Oregon generally are closed for business.

     “Buyer” shall have the definition set forth in the first paragraph of this Agreement.

     “Buyer Indemnified Parties” shall have the definition set forth in Section 9.2.

     “Closing” shall have the definition set forth in Section 2.6.

     “Closing Date” shall mean the date on which the Closing actually takes place.

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

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     “Commitment Letter” shall have the definition set forth in Section 4.6.

     “Confidentiality Agreement” shall have the definition set forth in Section 5.4.

     “Consent” shall mean any approval, consent, ratification, waiver or other authorization.

     “Contemplated Transactions” shall mean all of the transactions contemplated by this Agreement.

     “Contract” shall mean any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied).

     “Damages” shall have the definition set forth in Section 9.2.

     “Deductible” shall have the definition set forth in Section 9.4.

     “Effective Time” shall mean the time at which the Closing is consummated.

     “Lien” shall mean any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

     “License Agreement” shall have the definition set forth in Section 2.7(a)(v).

     “Environment” shall mean soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

     “Environmental Law” shall mean any Legal Requirement relating to the protection of the Environment and Releases of Hazardous Substances, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Superfund Amendments and Reauthorization Act, as amended, the Resource Conservation and Recovery Act, as amended, the Toxic Substances Control Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, and any applicable United States federal, state or local Law having a similar subject matter.

     “Environmental Matter” shall mean

     (a) pollution or contamination of the Environment, including soil or groundwater contamination or the occurrence or the existence of or the continuation of the existence of a Release;

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     (b) the treatment, disposal or Release of any Hazardous Substance;

     (c) exposure of any person to any Hazardous Substance; or

     (d) the material violation of any Environmental Law or any Environmental Permit.

     “Environmental Permit” shall mean any Governmental Authorization issued, granted or required under Environmental Laws.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” shall have the definition set forth in Section 3.10(c).

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “Excluded Assets” shall have the definition set forth in Section 2.2.

     “Facilities Maintenance Agreement” shall have the definition set forth in Section 2.7(a)(iv).

     “Governmental Authorization” shall mean any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

     “Governmental Body” shall mean any:

     (a) nation, state, county, city, town, borough, village, district or other jurisdiction;

     (b) federal, state, local, municipal, foreign or other government; or

     (c) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers).

     “Hazardous Substance” shall mean, collectively, any (a) petroleum or petroleum products, or derivative or fraction thereof, radioactive materials (including radon gas), asbestos in any form that is friable, urea-formaldehyde foam insulation , and polychlorinated biphenyls, and (b) any chemical, material, substance or waste, which is now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “restricted hazardous wastes,” “contaminants,” or “pollutants,” in each case as regulated under Environmental Laws, including materials that are deemed hazardous pursuant to any Environmental Laws due to their ignitability, corrosivity or reactivity characteristics.

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     “Income Taxes” shall mean federal, state, local or foreign income or franchise Taxes or other Taxes measured in whole or in part by income and any interest, and penalties or additions thereon.

     “Income Tax Returns” shall mean any Tax Returns of or with respect to Income Taxes.

     “Indemnified Party” shall mean either a Buyer Indemnified Party or Seller Indemnified Party as the context requires.

     “Indemnifying Party” shall mean either a Buyer Indemnifying Party or Seller Indemnifying Party as the context requires.

     “Intellectual Property” shall mean United States and foreign: (a) registered and unregistered trade names, trademarks and service marks, (b) patent registrations and patent applications, and (c) copyright registrations and copyright applications.

     “Intra-Company Accounts Payable” shall mean Accounts Payable of a Seller to an Affiliate of such Seller.

     “Intra-Company Accounts Receivable” shall mean Accounts Receivable of a Seller from an Affiliate of such Seller.

     “Intra-Company Contract” shall mean a Contract of a Seller with an Affiliate or Affiliates of such Seller.

     “Intra-Company Liabilities” shall mean Liabilities of a Seller to an Affiliate of such Seller.

     “Inventories” shall mean finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed in the production of finished goods.

     “IRS” shall mean the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

     “Knowledge” shall mean with respect to Sellers the actual knowledge of Danial J. Tierney, Gary Cosmer and Jackie Piggott, and with respect to Buyer, the actual knowledge of Alex R. Soltani. Any of these individuals will be deemed to have Knowledge of a particular fact or other matter if:

     (a) such individual is actually aware of such fact or other matter; or

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     (b) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonable investigation concerning the existence of such fact or other matter.

     “Lease” shall mean any real property lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement.

     “Leased Real Property” shall have the definition set forth in Section 3.5.

     “Legal Requirement” or “Law” shall mean any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

     “Liability” shall mean with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

     “License Agreement” shall have the definition set forth in Section 2.7(a)(v).

     “Lien” shall mean any lien, security interest, charge, claim, mortgage, servitude, easement, right of way, equitable interest, possessory interest, pledge, preference, priority, deed of trust, option, lease or other encumbrance.

     “Material Adverse Effect” shall mean a material adverse effect on the Assets, operations or financial condition of the Business, taken as a whole; provided, that, for purposes of this Agreement, a Material Adverse Effect shall not include changes to the Assets, operations or financial condition of the Business, taken as a whole, resulting from (a) changes to the U.S. economy or the global economy, in each case, as a whole, or the industry or markets in which the Business operates, (b) changes in the financial, banking or securities market conditions (including any disruption thereof and any decline in the price of any security (including any security or creditor claim of or with respect to Sellers) or any market index), (c) the announcement or disclosure of the Contemplated Transactions,, (d) changes in the Business consistent with past trends, (e) general economic, regulatory or political conditions or changes thereto in the United States or abroad, (f) military action or any act of terrorism or any worsening thereof, (g) changes in Law, or (h) compliance with the terms of this Agreement.

     “Material Consents” shall have the definition set forth in Section 6.3.

     “Material Contracts” shall mean all Contracts to which a Seller is a party or by which it is bound that relate to the Business and involve aggregate payments by or to the Sellers in excess of $50,000 per year.

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     “Permitted Lien” shall mean (a) Liens arising by operation of Law for Taxes or other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (b) Liens arising by operation of Law, including Liens arising by virtue of the rights of customers, suppliers and subcontractors in the ordinary course of business under general principles of commercial law, (c) Liens securing rental payments under capital lease arrangements, (d) restrictions on the transferability of securities arising under applicable securities Laws, (e) restrictions arising under applicable zoning and other land use Laws that do not, individually or in the aggregate, have a material adverse effect on the present use or occupancy of the property subject thereto, (f) defects, easements, rights of way, restrictions, covenants, claims, subleases or similar items relating to real property that do not, individually or in the aggregate, have a material adverse effect on the present use or occupancy of the real property subject thereto, (g) Liens that would not reasonably be expected to have a Material Adverse Effect.

     “Order” shall mean any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

     “Person” shall mean an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

     “Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

     “Purchase Price” shall have the definition set forth in Section 2.3.

     “Record” shall mean information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

     “Related Person shall mean, with respect to a specified Person:

          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

          (b) any Person that holds a material interest in such specified Person; and

          (c) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity).

     For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed

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as such term is used in the rules promulgated under the Securities Act; and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least twenty-five percent (25%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least twenty-five percent (25%) of the outstanding equity securities or equity interests in a Person.

     “Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substances into the Environment, and “Released” shall be construed accordingly.

     “Representative” shall mean with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

     “Required Cash Amount” shall have the definition set forth in Section 4.6.

     “Retained Liabilities” shall have the definition set forth in Section 2.4(b).

     “Schedule of Exceptions” shall have the definition set forth in the preamble of Article 3.

     “SEC” shall mean the United States Securities and Exchange Commission.

     “Sellers” shall have the definition set forth in the first paragraph of this Agreement.

     “Seller Benefit Plan” shall have the definition set forth in Section 3.10(a).

     “Seller Indemnified Parties” shall have the definition set forth in Section 9.3.

     “Sublease of Real Property” shall have the definition set forth in Section 2.7(a)(vi).

     “Sublease of Vehicles: shall have the definition set forth in Section 2.7(a)(vii).

     “Sublicense of Software” shall have the definition set forth in Section 2.7(a)(viii).

     “Tax” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum, estimated, and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the

8

authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract.

     “Tax Advantage” shall mean the present value of any refund, credit or reduction in otherwise required Tax payments, which net present value shall be computed as of the Closing Date or the first date on which the right to the refund, credit or other reduction arises or is reasonably estimable, whichever is later, (i) using the Tax rate applicable to the highest level of income with respect to such Tax under applicable Laws on such date, and (ii) using the interest rate on such date imposed on corporate deficiencies paid within 30 days of a notice of proposed deficiency under the Code or other applicable Laws.

     “Tax Return” shall mean any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

     “Transferred Employees” shall mean the Persons whose names are set forth on Schedule 3.15(a).

     “Transition Services Agreement” shall have the definition set forth in Section 2.7(a)(iii).

     “TRM Lenders’ Consents” shall have the definition set forth in Section 6.8.

     1.2 USAGE

     (a) Interpretation. In this Agreement, unless a clear contrary intention appears:

     (i) the singular number includes the plural number and vice versa;

     (ii) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

     (iii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

     (iv) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

     (b) Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation

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otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

2. SALE AND TRANSFER OF ASSETS; CLOSING

     2.1 ASSETS TO BE SOLD

     Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, Sellers shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, all of Sellers’ right, title, and interest in and to the following property and assets, real, personal, or mixed, tangible and intangible which relate to the United States portion of the photocopier business currently conducted by Sellers as a going concern, including the placement, leasing, maintenance, monitoring, and provision of supplies for photocopiers within the United States (the “Business”) (but excluding the Excluded Assets):

     (a) Sellers’ photocopiers used in the Business, whether deployed and generating revenue, used for demonstration or marketing purposes, or in inventory, including spare parts, as listed on Schedule 2.1(a). Between the date hereof and the Closing Date, Buyer will identify the photocopiers they are seeking to acquire from the Sellers’ storage facilities;

     (b) Machinery, equipment, furniture and other similar property used in the Business, as listed on Schedule 2.1(b); provided, however, the parties acknowledge and agree that Sellers maintain the right to substitute other similar equipment for the designated equipment in that Schedule in order to avoid any interruption in the computer processing provided with this equipment to Sellers; provided, however, that Buyer shall have the right to approve or reject the equipment offered by Sellers in lieu of the originally designated equipment;

     (c) Inventories of the Business;

     (d) Accounts Receivable of the Business, other than Intra-Company Accounts Receivable (Schedule 3.7 sets forth the Accounts Receivable as of September 30, 2006);

     (e) All of Sellers’ rights and interests in the Contracts relating to the Business, (other than Intra-Company Contracts and Contracts related to the Seller Benefit Plans), all supplier, customer and vendor lists of the Business, including prospects, and sales and credit records relating to the Business and all customer credit information on customers and vendors relating to the Business, and all books, accounts and records of Sellers relating to the Business, and all outstanding offers or solicitations made by or to Sellers to enter into any Contract related to the Business, as listed on Schedule 2.1(e); provided, however, that, in all cases, Sellers shall not be required to transfer any such rights and interests in the automated teller business of Sellers;

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     (f) Governmental Authorizations used by the Sellers in connection with the Business, as listed on Schedule 2.1(f), to the extent transferable to Buyer;

     (g) Sales and promotional literature, customer lists and other sales-related materials related to the Business;

     (h) Subject to Section 2.2(b) and (c), general, financial and other records pertaining to the Business as in existence on the Closing Date;

     (i) the intangible rights and property relating to the Business, including Intellectual Property, going concern value, goodwill, dedicated telephone numbers of the Business, Business signage, customer lists, e-mail addresses, and URLs, as listed on Schedule 2.1(i);

     (j) all prepayments and prepaid expenses made for the benefit of the Business (but only to the extent that Buyer is assuming the liability relating to the prepayment, and not including customer deposits) and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind of Sellers arising out of or held for the benefit of the Business (other than those related to Excluded Assets or Retained Liabilities, or claims, causes of action, choses in action, rights of recovery and rights of set-off of Sellers against Sellers’ officers, directors, employees, representatives or agents, none of which shall be deemed transferred to Buyer); and

     (k) all other Assets that are exclusively used in, or held by, the Business other than the Excluded Assets, whether or not referenced in any paragraphs above.

     All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.”

     2.2 EXCLUDED ASSETS

     Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Sellers (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Sellers after the Closing:

     (a) all of Sellers’ cash, cash equivalents, short-term investments and customer deposits;

     (b) all of Sellers’ minute books, stock records and corporate seals;

     (c) all personnel Records and other Records that Sellers are required by law to retain in their possession;

     (d) all of Sellers’ insurance policies;

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     (e) all of Sellers’ rights in any and all owned or leased motor vehicles;

     (f) all of Sellers’ rights in real property that may be owned, leased or used by either of Sellers;

     (g) all of Sellers’ rights in proprietary software that has been licensed to Sellers, including, but not limited to, the software described in Schedule 2.2(g);

     (h) all of Sellers’ photocopier business outside of the United States;

     (i) all of TRM CC’s interests in its subsidiaries;

     (j) all assets of, or related to, the Seller Benefit Plans; and

     (k) all other assets not exclusively used in the Business.

     2.3 CONSIDERATION

     The consideration for the Assets shall consist of the sum of:

     (a) The cash payment of Nine Million, Two Hundred Thousand Dollars ($9,200,000), minus the net breakage costs designated in Schedule 2.3 (as so adjusted, the “Purchase Price”);

     (b) The assumption of the Assumed Liabilities; and

     (c) The provision of a credit in the amount of Three Hundred Thousand Dollars ($300,000) that shall be applied by Sellers for services rendered to Sellers under the Facilities Maintenance Agreement and to offset certain property losses that may be incurred by Sellers under the Facilities Maintenance Agreement.

The Purchase Price shall be further adjusted by the Adjustment Amount, in accordance with Section 2.9.

     In accordance with Section 2.7(b), at the Closing, the Purchase Price shall be delivered by Buyer to Sellers by wire transfer. The Adjustment Amount shall be paid in accordance with Section 2.9.

     2.4 LIABILITIES

     (a) Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge all of the Liabilities (and only those Liabilities) of Sellers that relate to or arose out of the operation of the Business other than the Retained Liabilities (the “Assumed Liabilities”), as set forth below:

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          (i) all Liabilities of Sellers to vendors and service providers, including all Accounts Payable of the Business, other than Intra-Company Accounts Payable (Schedule 2.4(a)(i) sets forth the Accounts Payable of the Business at September 30, 2006);

          (ii) all Liabilities of Sellers to Sellers’ customers, in an aggregate amount not to exceed $20,000, that relate to or arose out of the sales and other activities of the Business, other than customer deposits described in Section 2.4(b)(xii);

          (iii) all Liabilities of Sellers that relate to or arose out of the Contracts listed in Schedule 2.1(e), other than Intra-Company Liabilities;

          (iv) all Liabilities of Sellers that relate to or arose out of the Governmental Authorizations listed on Schedule 2.1(f);

          (v) all Liabilities of Sellers that relate to or arose out of the intangible assets listed on Schedule 2.1(i);

          (vi) any Liability for Taxes arising from the operation of the Business or ownership of the Assets on or after the Effective Time; and

          (vii) all Liabilities of Sellers with respect to paid time off accrued for the Transferred Employees as of the Closing Date, as set forth in Schedule 2.4(a)(vii), in connection with which Buyer agrees to comply with Section 652.140(6) of the Oregon Revised Statutes (as in effect on the date hereof), and other similar state laws regarding the assumption of certain obligations to employees made in connection with the sale of a business or business property.

     (b) Retained Liabilities. The following Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellers (the “Retained Liabilities”:

          (i) any Liability of Sellers for (x) Taxes resulting from, or arising in connection with, the Contemplated Transactions (except as provided in Section 5.10), (y) Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local or foreign Law) or as a transferee, successor, by contract or otherwise, and (z) Taxes with the respect to the ownership of the Assets or the operation of the Business for periods through the Effective Time (except as provided in Section 5.10);

          (ii) any Liability of Sellers under any credit facilities or any security interest related thereto;

          (iii) any Liability with respect to current and former employees of the Business and their dependents and beneficiaries arising or accruing prior to the Effective Time, including any Liability under any Seller Benefit Plan or any Liability relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension

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benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Sellers’ employees or former employees or both;

          (iv) any Intra-Company Liabilities of Sellers;

          (v) any Liability of Sellers for expenses associated with the Contemplated Transactions;

          (vi) any Liability of Sellers under this Agreement or any Ancillary Agreement;

          (vii) any Liability under any Contract not assumed by Buyer under Section 2.4(a);

          (viii) any Liability under any employment, severance, retention or termination agreement with any Nontransferred Employees of any Sellers or any of its Related Persons;

          (ix) any Liability of any Sellers to any Related Person of such Sellers;

          (x) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Sellers or an Affiliate of Sellers;

          (xi) any Environmental Liabilities arising out of or relating to the operation of the Business or Sellers’ leasing, or operation of the Leased Real Property used by the Business prior to the Effective Time;

          (xii) any Liability for the repayment of customer deposits retained by Sellers;

          (xiii) all Liabilities of Sellers to Sellers’ customers in excess of the aggregate amount of $20,000 of Assumed Liabilities under Section 2.4(a)(ii);

          (xiv) any Liability arising as a result of Sellers’ operation of the Business or ownership of the Assets prior to the Effective Time; and

          (xv) any Liability arising at any time as a result of Sellers’ operation of any portion of its business other than the Business or the ownership of any of its assets other than the Assets.

     2.5 ALLOCATION

     Buyer and Sellers shall prepare an allocation of the Purchase Price, the Assumed Liabilities and any capitalized costs among the Assets in accordance with Section 1060 of the

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Code and the Treasury Regulations promulgated thereunder (as well as any similar provision of state, local or foreign law, as appropriate) (the “Allocation Schedule”). The Allocation Schedule shall be binding upon Buyer and Sellers. Buyer and Sellers and their Affiliates agree to amend the Allocation Schedule as necessary to reflect the Adjustment Amount (which amendment shall only change the amount allocated to Accounts Receivable or goodwill), and a final Allocation Schedule (the “Final Allocation Schedule”) shall be prepared by Buyer and Sellers within thirty (30) days following the final determination of the Adjustment Amount under Section 2.10. Buyer and Sellers and their Affiliates shall report, act, and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation Schedule. Buyer and Sellers shall each timely and properly prepare, execute, file and deliver all such documents, forms, and other information as either Buyer or Sellers may reasonably request in preparing the Allocation Schedule or the Final Allocation Schedule. Neither Buyer nor Sellers shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Final Allocation Schedule unless required to do so by any applicable Legal Requirement.

     2.6 CLOSING

     Subject to the terms and conditions of this Agreement, the sale and purchase of the Assets and the assumptions of the Assumed Liabilities contemplated hereby shall take place at a closing (the “Closing”) at the offices of Perkins Coie LLP, 1120 N.W. Couch Street, Tenth Floor, Portland, Oregon at 10:00 a.m., local time, on or before January 15, 2007, or at such other time or on such other date or at such other place as the Seller and the Buyer may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”). The sale and purchase of the Assets and the assumption by the Buyer of the Assumed Liabilities shall be deemed for all purposes to have taken place as of the Effective Time. Subject to the provisions of Article 8, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.6 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Article 8.

     2.7 CLOSING OBLIGATIONS

     In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

     (a) Sellers shall deliver to Buyer:

     (i) a receipt for the Purchase Price, as adjusted;

     (ii) the “Bill of Sale, Assignment and Assumption Agreement” in the form attached hereto as Exhibit 2.7(a)(ii), and such other instruments executed by the

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Sellers as may reasonably be requested by the Buyer to transfer title to the Assets to the Buyer;

     (iii) the “Transition Services Agreement” in the form attached hereto as Exhibit 2.7(a)(iii) executed by Sellers;

     (iv) the “Facilities Maintenance Agreement” in the form attached hereto as Exhibit 2.7(a)(iv) executed by Sellers;

     (v) the “License Agreement” in the form attached hereto as Exhibit 2.7(a)(v) executed by Sellers;

     (vi) the “Sublease of Real Property” in the form to be negotiated in good faith by Sellers and Buyer, executed by Sellers;

     (vii) the “Sublease of Vehicles” in the form to be negotiated in good faith by Sellers and Buyer, executed by Sellers;

     (viii) the “Sublicense of Software” in the form to be negotiated in good faith by Sellers and Buyer, executed by Sellers;

     (ix) assignments of certain Intellectual Property in the form to be negotiated in good faith by Seller and Buyer, executed by Sellers;

     (x) executed counterparts of each other Ancillary Agreement to which the Sellers are a party;

     (xi) the certificates, opinion and other documents required to be delivered pursuant to Section 6.4;

     (xii) such other, bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Sellers; and

     (xiii) to the extent requested by Buyer, tax clearance certificates or similar documents required by any taxing authority, as duly executed by each Seller (as necessary).

(b) Buyer shall deliver to Sellers:

(i) Payment of the Purchase Price by wire transfer to an account specified by Sellers in a writing to be delivered to Buyer at least three (3) Business Days prior to the Closing Date;

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     (ii) the Bill of Sale, Assignment and Assumption Agreement executed by Buyer and Copy Centers;

     (iii) the Transition Services Agreement executed by Buyer and Copy Centers;

     (iv) the Facilities Maintenance Agreement executed by Buyer and Copy Centers;

     (v) the License Agreement executed by Buyer and Copy Centers;

     (vi) the Sublease of Real Property executed by Buyer and Copy Centers;

     (vii) the Sublease of Vehicles executed by Buyer and Copy Centers;

     (viii) the Sublicense of Software executed by Buyer and Copy Centers;

     (ix) assignments of certain Intellectual Property in the form to be negotiated in good faith by Seller and Buyer, executed by Buyer and Copy Centers;

     (x) executed counterparts of each other Ancillary Agreement to which the Buyer is a party; and

     (xi) the certificates, opinion and other documents required to be delivered pursuant to Section 7.4.

     2.8 LIMITATION ON ASSIGNMENT OF CONTRACTS AND RIGHTS

     Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any claim, contract, license or other agreement or any claim, right or benefit arising thereunder or resulting therefrom if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers or Buyer thereunder so that Buyer would not in fact receive all such rights, Buyer and Sellers will cooperate with each other in any arrangement designed to provide for Buyer the benefits of any such claim, contract, license or other agreement. Any transfer or assignment to Buyer by Sellers of any contract or agreement that requires the consent or approval of any third party shall be made subject to such consent or approval being obtained.

     2.9 ADJUSTMENT AMOUNT AND PAYMENT

     (a) The “Adjustment Amount” will be equal to the amount determined pursuant to Sections 2.9(b), 2.9(c) and 2.9(d), utilizing the “Closing AR Balances,” as determined in accordance with Section 2.10 hereof.

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     (b) If the Closing AR Balances are less than $3,760,000, then Sellers shall pay Buyer a cash payment (delivered by wire transfer to the account of Buyer) equal to the positive net difference (if any) determined by subtracting the amount of the Closing AR Balances from the sum of $3,760,000, as an Adjustment Amount.

     (c) If the Closing AR Balances are equal to or greater than $3,760,000, but equal to or less than $3,938,000, then no payment shall be made by Sellers to Buyer, or by Buyer to Sellers, as an Adjustment Amount.

     (d) If the Closing AR Balances are greater than $3,938,000, then Buyer shall pay Sellers a cash payment (delivered by wire transfer to the account of Sellers) equal to the positive net difference (if any) determined by subtracting the sum of $3,938,000 from the amount of the Closing AR Balances, as an Adjustment Amount.

     2.10 ADJUSTMENT PROCEDURE

     (a) “AR Balances” shall mean the total Accounts Receivable attributable to the Business, without any allowance for doubtful accounts.

     (b) Buyer shall prepare the AR Balances as of the Effective Time on the Closing Date (the “Closing AR Balances”) on the same basis and applying the same accounting principles, policies and practices that were historically used by Sellers in the preparation of its financial statements. Buyer shall deliver the Closing AR Balances to Sellers within sixty (60) days following the Closing Date. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing AR Balances when received and Buyer shall provide Sellers with access to all related working papers.

     (c) If within thirty (30) days following delivery of the Closing AR Balances Sellers have not given Buyer written notice of their objection as to the Closing AR Balances calculation (which notice shall state the basis of Sellers’ objection), then the Closing AR Balances calculated by Buyer shall be binding and conclusive on the parties and be used in computing the Adjustment Amount.

     (d) If Sellers duly give Buyer such notice of objection, and if Sellers and Buyer fail to resolve the issues outstanding with respect to the Closing AR Balances within thirty (30) days of Buyer’s receipt of Sellers’ objection notice, Sellers and Buyer shall submit the issues remaining in dispute to Ernst & Young LLP, independent public accountants or such other independent accounting firm mutually agreed to by Buyer and Sellers (the “Independent Accountants”), for resolution applying the principles, policies and practices referred to in Section 2.10(b). If issues are submitted to the Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any

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material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Sellers and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing AR Balances; and (iii) Sellers and Buyer will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination.

3. REPRESENTATIONS AND WARRANTIES OF SELLERS

     Subject to the limitations and exceptions set forth in this Agreement, including, without limitation, in the attached Schedule of Exceptions dated as of the date hereof (the “Schedule of Exceptions”), the Sellers make the following representations and warranties to the Buyer. Notwithstanding references in the Schedule of Exceptions to specific sections of this Agreement, the disclosure of any exception set forth in the Schedule of Exceptions shall be deemed an exception to all representations, warranties and covenants to which such exception may be applicable.

     3.1 ORGANIZATION

     Each Seller is a corporation duly incorporated and validly existing under the laws of the State of Oregon, with full corporate power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use.

     3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT

     (a) The execution, delivery and performance of this Agreement by Sellers have been duly authorized by all necessary corporate action by each Seller. This Agreement has been duly and validly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (b) legal and equitable limitations on the availability of specific remedies.

     (b) The execution and delivery of this Agreement by Sellers, and the consummation of the transactions contemplated hereby and the performance by Sellers of their respective obligations hereunder, does not: (a) violate or conflict with any term, condition or provision of (i) the articles of incorporation or bylaws of either of the Sellers, (ii) any Contract to which either of the Sellers is a party or by which any of their respective properties are bound, or (iii) any Law applicable to either of the Sellers and which violation would, in the case of clauses (ii) and (iii), reasonably be expected to have a Material Adverse Effect; or (b) result in the creation of any Lien upon any of the properties of either of the Sellers or give to others (other than to Buyer) any interest or right in any of their respective

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properties, including, a right to purchase any of such properties, except where such Lien, right or interest is not reasonably expected to have a Material Adverse Effect. No authorization, consent, or approval of, or filing with, any Governmental Authority is required in connection with the execution and delivery of, or performance by Sellers of their respective obligations under, this Agreement.

     3.3 SUFFICIENCY OF ASSETS

     The Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Sellers. All of the assets of Sellers necessary for the conduct of the Business as presently conducted by Sellers are in sufficient condition for their intended use.

     3.4 TITLE TO ASSETS; ENCUMBRANCES

     Seller owns good and transferable title to the Assets (or in the case of leased property, good and valid leasehold interests) free and clear of any Liens other than Permitted Liens.

     3.5 [RESERVED]

     3.6 FINANCIAL STATEMENTS; ARC REPORT

     (a) Sellers will have delivered to Buyer by the Closing Date unaudited balance sheets and income statements for the Business at and for the fiscal years ended December 31, 2003, 2004 and 2005 and the unaudited balance sheet and income statement at and for the nine-month period ended September 30, 2006 (collectively, the “Financial Statements”). The Financial Statements will have been prepared by the management of Sellers on a basis consistent with prior accounting periods, and, as adjusted, will present fairly the financial position of the Business.

     (b) The ARC Report (the “ARC Report”), a copy of which has been delivered to Buyer, is an internal accounting tool utilized by Sellers in assessing the performance of machines in the field. It is not reviewed by Sellers’ auditors, and only measures items of incremental cash flow from machines and transaction locations. The ARC Report is an accurate presentation of the gross number of copies produced by the photocopy machine and the net sales derived from the photocopy machines.

     3.7 ACCOUNTS RECEIVABLE

     All Accounts Receivable arising from the operation of the Business as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed by Sellers consistent with past practices. To Seller’s Knowledge, there is no contest, claim, defense or right of setoff, other than those in the ordinary course of the Business consistent with past practices, under any Seller Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable.

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Schedule 3.7 contains a complete and accurate list of all Accounts Receivable as of September 30, 2006, which list sets forth the aging of each such Account Receivable.

     3.8 TAXES

     (a) The Sellers have filed, or have had filed on their behalf, all Income Tax Returns and other material Tax Returns required to have been filed with respect to the Business or the Assets and have directly, or have had on their behalf, paid, withheld, or made provision for the payment of, all Taxes shown thereon as owing, except where the failure to file such Tax Returns or to pay, withhold or make provision for such Taxes would not have a Material Adverse Effect.

     (b) There have been no waivers or extensions of any statute of limitations filed with any Governmental Authority responsible for assessing or collecting Taxes in respect of any Tax Return of, or which includes, the Sellers, and no agreements to an extension of time with respect to a Tax assessment or deficiency.

     (c) There is no material action, suit, proceeding, investigation, audit, claim or assessment pending with respect to any liability for Tax of the Sellers, or with respect to any Tax Return of the Sellers.

     (d) Taxes which Seller is required by law to withhold or collect have been withheld or collected and have been paid over to the proper governmental entity or are properly held by Seller for such payment, and all withholdings, collections or other payments payable in connection therewith as of September 30, 2006 are fully reflected or disclosed in the financial statements of the Business as of September 30, 2006 included as a part of the unaudited financials as at such dates and for the periods then ended. All such Taxes are and will be so withheld, collected, paid over or held for payment as of the date of this Agreement and the Closing Date.

     (e) Schedule 3.8(e) contains a list of states, territories and jurisdictions (whether foreign or domestic) in which Sellers have filed Tax Returns relating to Taxes of the Business.

     (f) There are no Liens for Taxes on the Assets, except for Permitted Liens.

     (g) There are no Tax sharing or similar arrangements that include any Seller that in any way relates to the Business or the Assets, and Sellers are not liable for the Taxes of any other Person as a transferee, successor, by contract or otherwise

     3.9 NO MATERIAL ADVERSE CHANGE

     Since the date of the Sellers’ most recent periodic report filed with the SEC, there has not occurred any change in the financial condition or results of operations of the Business that has had a Material Adverse Effect.

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     3.10 EMPLOYEE BENEFITS

     (a) Set forth on Schedule 3.10(a) is a list of all Benefit Plans that are sponsored, maintained, contributed or required to be contributed to by Sellers for the benefit of current or former employees of the Business (each, a “Seller Benefit Plan”). No Seller Benefit Plan is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code.

     (b) All of the Seller Benefit Plans comply in form and in operation in all material respects with all applicable requirements of Law and each Seller Benefit Plan has been administered in all material respects in accordance with its terms. To the Knowledge of the Sellers, there have been no nonexempt “prohibited transactions” (as described in Section 406 of ERISA and Section 4975 of the Code) with respect to any of the Seller Benefit Plans that could result in a material liability to Buyer.

     (c) With respect to each Benefit Plan sponsored, maintained, contributed to or required to be by the Sellers or any of their ERISA Affiliates that are subject to Title IV or Section 302 or 601 et seq. of ERISA or Section 412 or Section 4980B of the Code, there does not now exist, nor, to Sellers’ Knowledge, do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability (as defined below) that would be a liability of the Buyer following the Closing. “Controlled Group Liability” means any material liability (i) under Title IV or Section 302 of ERISA or Section 412 of the Code or (ii) as a result of the failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and, without limiting the foregoing, neither Sellers nor any ERISA Affiliate has engaged in any transaction described in Section 4069 or 4212 of ERISA. For purposes of this Agreement, “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

     (d) Seller has not incurred any withdrawal liability under Section 4201 of ERISA that could result in any liability to Buyer or Lien on any of the Assets. None of the Assets are subject to any lien relating to any employee benefit plan. Neither Sellers nor any ERISA Affiliate maintains or contributes to or has ever maintained or contributed to a “multiemployer plan” within the meaning of Section 3(37) of ERISA with respect to the Affected Employees.

     (e) To the extent applicable, all Seller Benefit Plans have been operated in material compliance with COBRA.

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     3.11 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

     The Sellers are currently in compliance with all Laws applicable to the Business, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Sellers are in possession of all Governmental Authorizations required under applicable Law for the current operation of the Business and are in compliance with the requirements and limitations included in such Governmental Authorizations, except where the failure to so possess or comply would not reasonably be expected to have a Material Adverse Effect. No Seller has received, at any time since January 1, 2004, any notice from any Governmental Body regarding any actual, alleged or potential violation of, or failure to comply with, any Legal Requirement with respect to the Business or any of the Assets.

     3.12 LEGAL PROCEEDINGS; ORDERS

     There is no ongoing demand, claim, suit, action, arbitration or legal, administrative or other proceeding pending or, to Sellers’ Knowledge, threatened against the Sellers or any of their officers, managers, directors, employees, assets, properties or businesses and relating to the Business or properties of the Sellers that would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or obtain damages with respect to the consummation of the transactions contemplated hereby. Sellers have made available to Buyer, or will make available prior to the Closing Date, copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Schedule 3.12. There is no Order to which the Business or any of the Assets is subject; and to Seller’s Knowledge, no agent or employee of Seller is subject to any Order that prohibits such agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business. No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which any Seller (with respect to the Business) or any of the Assets is subject; and no Seller has received, at any time since January 1, 2004, any notice from any Governmental Body regarding any actual, alleged or potential violation of, or failure to comply with, any term or requirement of any Order to which any Seller (with respect to the Business) or any of the Assets is or has been subject.

     3.13 CONTRACTS; NO DEFAULTS

     Set forth on Schedule 3.13 is an accurate and complete list of the Sellers’ Material Contracts. Neither Seller is in receipt of any written claim of breach of any Material Contract that would reasonably be expected to constitute a default by the Seller that is a party thereto and that would reasonably be expected to have a Material Adverse Effect. Each of the Material Contracts is a valid and binding obligation of the Seller that is a party thereto, is in full force and effect, and to Sellers’ Knowledge, is enforceable by the Sellers in accordance with its terms, except (a) for such failures to be valid and binding or in full force and effect or enforceable that would not reasonably be expected to have a Material Adverse

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Effect; and (b) as may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (ii) legal and equitable limitations on the availability of specific remedies. Sellers have also made available to Buyer accurate and complete copies of: (a) each Contract relating to the Business that involves a sharing of profits, losses, costs or liabilities by any Seller with any other Person; (b) each Contract relating to the Business that contains covenants that materially restrict Seller’s Business or that would limit the freedom of Buyer to engage in the Business; (c) each Material Contract relating to the Business that provides for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (d) each power of attorney of Sellers relating to the Business or the Assets that is currently effective and outstanding; (e) each Sellers Contract for capital expenditures in excess of $50,000; (f) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Sellers with respect to the Business other than in the ordinary course of the Business consistent with past practices; and (g) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Furthermore, to the Knowledge of Sellers, each Contract identified or required to be identified in this Section 3.13 and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable against Sellers in accordance with its terms.

     3.14 ENVIRONMENTAL MATTERS

     To Sellers’ Knowledge:

     (a) Sellers have disclosed and made available to Buyer all material records and correspondence in the possession of Sellers relating to Environmental Matters with respect to the Business;

     (b) Sellers have not received written notice within the last five years alleging that Sellers might be potentially responsible for any material Release of Hazardous Substances with respect to the Business or for any material costs arising under, or material violation of, Environmental Laws with respect thereto; and

     (c) Sellers are not in any material non-compliance with Environmental Laws that would reasonably be expected to result in any material costs under, or material violation of, Environmental Laws.

     3.15 EMPLOYEES

     (a) Schedule 3.15(a) contains a list of the following information for each employee that will be hired by Buyer at the Closing (the “Transferred Employees”): employee identification number; job title; date of commencement of employment; and current compensation.

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     (b) Sellers are not a party to a collective bargaining agreement having provisions covering the Transferred Employees and are not currently negotiating such an agreement.

     (c) No complaint against the Sellers is currently pending or, to Sellers’ Knowledge, threatened before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any other analogous entity in the United States

     (d) There are no labor strikes, disputes, requests for representation, slowdowns, or stoppages actually pending or, to the Sellers’ Knowledge, threatened against the Sellers.

     (e) Sellers have made available to Buyer copies of any written material relating to the material personnel policies of the Business.

     (f) Schedule 3.15(f) contains a list of all individuals serving as independent contractors performing material services for the Business, together with each such independent contractor’s title or job description and work location.

     3.16 INTELLECTUAL PROPERTY

     (a) The Sellers own or have the right to use pursuant to valid licenses, sublicenses, agreements or permissions all items of Intellectual Property necessary for the operation of the Business as presently conducted, or where the failure of the Sellers to own or have the right to use such items of Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect.

     (b) Since January 1, 2004, the Sellers have not received any written notice alleging that the Sellers, in the operation of the Business, have infringed upon any intellectual property rights of third parties, except for matters that would not, individually or in the aggregate, have a Material Adverse Effect. To Sellers’ knowledge, since January 1, 2005, no third party has infringed upon any Intellectual Property rights of the Seller that are material to the Business, except for matters that would not, individually or in the aggregate, have a Material Adverse Effect.

     (c) Schedule 3.16(c) identifies each issued patent and each registered trademark, service mark and copyright owned by the Sellers that is used in the Business and identifies each pending patent application or other application for registration that has been made with respect to any Intellectual Property owned by the Sellers that is used in the Business . With respect to each such item of Intellectual Property identified on Schedule 3.16(c), except for matters that would not, individually or in the aggregate, have a Material Adverse Effect:

          (i) the Sellers possess all right, title and interest in and to the item, free and clear of any Lien, except for Permitted Liens; and

          (ii) no proceeding is pending or, to Sellers’ Knowledge, threatened which challenges the legality, validity, enforceability, use or ownership of the item.

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     (d) Schedule 3.16(d) identifies each material item of Intellectual Property that any third party owns and that the Sellers use in the Business pursuant to a license, sublicense, agreement or with permission. Sellers have made available to Buyer copies of all such licenses, sublicenses, agreements and permissions, each as amended to date. With respect to each such item identified on Schedule 3.16(d), except for matters that would not, individually or in the aggregate, have a Material Adverse Effect:

          (i) the license, sublicense, agreement or permission covering the item is in full force and effect;

          (ii) neither Seller has received written notice regarding any actual or alleged material breach, violation or failure to comply with any such license, sublicense, agreement or permission;

          (iii) neither Seller has Knowledge of any material breach, violation or failure to comply under any such license, sublicense, agreement or permission by the other party or parties thereto;

          (iv) to Sellers’ Knowledge, no proceeding is pending or threatened which challenges the legality, validity or enforceability of the underlying item of Intellectual Property; and

          (v) Sellers have not granted any sublicense or similar right with respect to the license, sublicense, agreement or permission.

     3.17 BROKERS OR FINDERS

     Except for Allen & Company, the fees and expenses of which shall be the responsibility of Sellers, neither Seller has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the transactions contemplated by this Agreement.

     3.18 BOOKS AND RECORDS

     The books of account and other financial records of Sellers related to the Business, all of which have been made available to Buyer, to the Knowledge of Sellers, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices.

     3.19 INVENTORIES

     All items included in the Inventories consist of a quality and quantity consistent in all material respects with past practices or reasonable future expectations except for obsolete items, slow-moving items and items of below-standard quality. Inventories on hand that were purchased after September 30, 2006 were purchased in the ordinary course of the

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Business consistent with past practices or reasonable future expectations at a cost generally not exceeding market prices prevailing at the time of purchase.

     3.20 ABSENCE OF CERTAIN CHANGES AND EVENTS

     Since September 30, 2006, Sellers have conducted the Business only in the ordinary course of the Business consistent with past practices or reasonable future expectations and there has not been any:

          (a) payment (except in the ordinary course of the Business consistent with past practices) or increase by any Seller of any bonuses, salaries or other compensation to any employee of the Business or entry into any employment, severance or similar Sellers Contract with any employee of the Business;

          (b) material damage to or destruction or loss of any Asset, whether or not covered by insurance;

          (c) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Sellers Contract to which any Seller is a party related to the Business or Assets, or (ii) any Contract or transaction involving a total remaining commitment by Sellers of at least $50,000 relating to the Business or Assets;

          (d) sale (other than sales of Inventories in the ordinary course of the Business), lease or other disposition of any Asset or property of any Seller (including the Intellectual Property Assets) or the creation of any Lien (other than a Permitted Lien) on any Asset;

          (e) cancellation or waiver of any claims or rights relating to the Business or the Assets with a value to any Seller in excess of $50,000;

          (f) notification by any significant customer or supplier of the Business of an intention to discontinue or materially change the terms of its relationship with Sellers;

          (g) material change in the accounting methods used by any Seller, which relates to the Business or the Assets; or

          (h) Contract entered into by Sellers to do any of the foregoing.

     3.21 INSURANCE

     Schedule 3.21 of this Agreement sets forth a list of all policies of liability, theft, fidelity, life, fire, product liability, workmen’s compensation, health and any other insurance maintained by, or on behalf of, the Sellers with respect to the Business (specifying the insurer, amount of coverage and type of insurance). Each such insurance policy

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identified therein is and shall remain in full force and effect with respect to the Business until, and on and as of, the Closing Date. Schedule 3.21(a) describes, with respect to the Business or Assets (i) any self-insurance arrangement by or affecting any Seller, including any reserves established thereunder, and (ii) all obligations of any Seller to provide insurance coverage to third parties (for example, under leases or service agreements) and identifies the policy under which such coverage is provided.

     3.22 FULL DISCLOSURE

     Except as would not be reasonably expected to have a Material Adverse Effect, Sellers have not failed to disclose to Buyer any facts which a prudent person would consider to be material to the Business and its results of operations and financial condition, the Assets or the Assumed Liabilities. To the Knowledge of Sellers, no representation or warranty by Sellers contained in this Agreement and no statement contained in any document (including the Financial Statements and the Schedules), certificate, or other writing furnished or to be furnished by Sellers to Buyer or any of its representatives pursuant to the provisions of this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of fact or omits or will omit to state any fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading, other than as would not be reasonably expected to have a Material Adverse Effect.

     3.23 SOLVENCY

     Immediately after giving effect to the transactions contemplated by this Agreement, Sellers and their respective subsidiaries shall be able to pay their respective debts as they become due and shall own property having a fair saleable value greater than the amounts required to pay their respective debts. Immediately after giving effect to the transactions contemplated by this Agreement, Sellers and their respective subsidiaries shall have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement in order to effect the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Sellers.

     3.24 NO OTHER REPRESENTATIONS

     Except for the representations and warranties of Sellers expressly set forth in this Agreement, neither of Sellers nor any other Person makes any other express or implied representation or warranty on behalf of Sellers, in respect of Sellers, the Business, the Assets and Liabilities or otherwise.

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4. REPRESENTATIONS AND WARRANTIES OF BUYER AND COPY CENTERS

     Buyer and Copy Centers represent and warrant to Sellers as follows:

     4.1 ORGANIZATION

     Buyer and Copy Centers are each limited liability companies duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct their respective business as it is now being conducted, and to own or use the properties and assets that it purports to own or use.

     4.2 AUTHORITY; NO CONFLICT

     (a) The execution, delivery and performance of this Agreement by Buyer and Copy Centers have been duly authorized by all necessary action by Buyer and Copy Centers, respectively. This Agreement has been duly and validly executed and delivered by Buyer and Copy Centers, and constitutes the legal, valid and binding obligation of Buyer and Copy Centers, enforceable against Buyer and Copy Centers in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (b) legal and equitable limitations on the availability of specific remedies.

     (b) The execution and delivery of this Agreement by Buyer and Copy Centers and the consummation of the transactions contemplated hereby and the performance by Buyer and Copy Centers of its obligations hereunder does not violate or conflict with any term, condition or provision of (i) the operating agreement or other organizational documents of Buyer or Copy Centers, (ii) any Contract to which Buyer and Copy Centers is a party or by which any of its properties are bound, or (iii) any Law applicable to Buyer and Copy Centers. No authorization, consent, or approval of, or filing with, any Governmental Authority is required in connection with the execution and delivery of, or performance by Buyer and Copy Centers of its obligations under this Agreement.

     4.3 CERTAIN PROCEEDINGS

     There is no pending Proceeding that has been commenced against Buyer or Copy Centers and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement. To Buyer’s Knowledge, no such Proceeding has been threatened.

     4.4 BROKERS OR FINDERS

     Neither Buyer nor Copy Centers has incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the purchase of transactions contemplated by this Agreement.

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     4.5 KNOWLEDGE

     Neither Buyer nor Copy Centers has any Knowledge of any breach of, or inaccuracy in, any of the representations, warranties, covenants or agreements of Sellers set forth in this Agreement.

     4.6 AVAILABLE FUNDS; COMMITMENT LETTER

     Attached as Exhibit 4.6 is a complete and accurate copy of the commitment letter (the “Commitment Letter”) executed by the financing sources thereto, pursuant to which those financing sources have committed, subject only to the terms and conditions set forth in the Commitment Letter, to provide the financing to consummate the purchase of the Assets and the assumption of the Assumed Liabilities in accordance with this Agreement (the “Financing”). Buyer and Copy Centers have the financial ability to consummate the transactions contemplated by this Agreement, including, without limitation, the ability to make all payments due in accordance with the terms hereof. The obligation to fund the Financing under the Commitment Letter is not subject to any condition other than as set forth in the Commitment Letter. The Commitment Letter is in full force and effect; all commitment fees required to be paid thereunder have been paid in full or will be duly paid in full if and when due; and the Commitment Letter has not been amended or terminated. Neither Buyer nor Copy Centers has any reason to believe that any condition to the Commitment Letter that is within its control will not be satisfied or waived prior to Closing. As of the Closing, Buyer and Copy Centers will have received cash in an aggregate amount sufficient to pay all amounts required to be paid by it in connection with the Closing, including the Purchase Price and all payments, fees and expenses related to or arising out of the acquisition of the Purchased Interests (the “Required Cash Amount”).

     4.7 INDEPENDENT INVESTIGATION

     In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, other than reliance on the representations, warranties, covenants and obligations of Sellers set forth in this Agreement, Buyer and Copy Centers have relied solely on their own independent investigation, analysis and evaluation of the Business and Assets (including Buyer’s and Copy Centers’ own estimate and appraisal of the value, financial condition, operations and prospects of the Business).

     4.8 SOLVENCY

     Immediately after giving effect to the transactions contemplated by this Agreement and the closing of any financing to be obtained by Buyer and Copy Centers, Buyer, Copy Centers and their respective subsidiaries shall be able to pay their respective debts as they become due and shall own property having a fair saleable value greater than the amounts required to pay their respective debts. Immediately after giving effect to the transactions contemplated by this Agreement and the closing of any financing to be obtained by Buyer

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and Copy Centers in order to give effect to the transactions contemplated by this Agreement, Buyer, Copy Centers and their respective subsidiaries shall have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement and the closing of any financing to be obtained by Buyer and Copy Centers in order to effect the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Buyer or Copy Centers.

5. COVENANTS

     5.1 CONDUCT OF BUSINESS PRIOR TO THE CLOSING

     (a) The Sellers covenant and agree that, between the date hereof and the Closing Date, it shall, except as set forth in Schedule 5.1, conduct the Business in the ordinary course and consistent with its prior practice in all material respects.

     (b) The Sellers covenant and agree that, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld), it shall not, prior to the Closing, (i) materially change its accounting methods, principles or practices; (ii) sell, transfer or otherwise dispose of any of the Assets, other than inventory in the ordinary course of business; (iii) create, or permit to be created, any Lien on any of the Assets, other than Permitted Liens; (iv) establish or materially increase any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or otherwise increase the compensation payable or to become payable to any officers or key employees of the Business, except in the ordinary course of business consistent with past practice; (v) enter into any employment or severance agreement with any employee of the Business or establish, adopt, enter into or amend any collective bargaining agreement covering employees of the Business, except in the ordinary course of business consistent with past practice; (vi) violate any material Legal Requirement or material contractual obligation applicable to the operation of the Business.

     5.2 ACCESS AND INVESTIGATION

     (a) From the date hereof until the Closing, upon reasonable notice, the Sellers shall (i) afford the officers, employees and authorized agents and representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Sellers relating to the Assets, the Assumed Liabilities and the Business and (ii) furnish to the officers, employees and authorized agents and representatives of the Buyer such additional information regarding the Assets, the Assumed Liabilities and the Business as the Buyer may from time to time reasonably request; furnish Buyer with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; (d) afford the Buyer with reasonable access to the

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employees of the Business and to the customers and clients of the Business; and (e) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets; provided, however, that such investigation shall be conducted in a manner so as not to interfere unreasonably with the business or operations of the Sellers.

     (b) In order to facilitate the resolution of any claims made by or against or incurred by the Sellers, or Buyer as the case may be, with respect to the period prior to the Closing, after the Closing, upon reasonable notice, the Buyer, or Sellers as the case may be, shall (i) afford the officers, employees and authorized agents and representatives of the Sellers, or Buyer as the case may be, reasonable access, during normal business hours, to the offices, properties, books and records of the Buyer relating to the Assets, the Assumed Liabilities and the Business, (ii) furnish to the officers, employees and authorized agents and representatives of the Sellers, or Buyer as the case may be, such additional financial and other information regarding the Assets, the Assumed Liabilities and the Business as the Seller, or the Buyer as the case may be, may from time to time reasonably request and (iii) make available to the Sellers, or the Buyer as the case may be, the employees of the Buyer, or Sellers as the case may be, whose assistance, testimony or presence is necessary to assist the Sellers, or Buyer as the case may be, in evaluating any such claims and in defending such claims, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall be conducted in a manner so as not to interfere unreasonably with any of the businesses or operations of the Buyer, or Sellers as the case may be.

     5.3 BOOKS AND RECORDS

     If, in order properly to prepare documents required to be filed with Governmental Authorities or its financial statements, it is necessary that either party hereto or any successors be furnished with additional information relating to the Assets, the Assumed Liabilities or the Business, and such information is in the possession of the other party hereto, such other party agrees to use its best efforts to furnish such information to such party, at the cost and expense of the party being furnished such information.

     5.4 CONFIDENTIALITY

     The terms of the agreement dated as of August 1, 2006 (the “Confidentiality Agreement”) between the Sellers and the Buyer are hereby incorporated by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of the Buyer under this Section shall terminate. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect.

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     5.5 APPROVALS AND CONSENTS

     The Sellers and the Buyer will use their reasonable best efforts to obtain all Governmental Authorizations that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations pursuant to, this Agreement, the Ancillary Agreements and the Contemplated Transactions and will cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Sellers shall cooperate with Buyer in obtaining all Material Consents.

     5.6 NO NEGOTIATION

     Until such time as this Agreement shall be terminated pursuant to Section 8.1, Sellers shall not directly or indirectly solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to any business combination transaction involving the Business.

     5.7 USE OF NAME

     Sellers will license Buyer to use the name “TRM Copy Centers Corporation” or TRM Copy Centers, LLC, and such other related intellectual property, royalty free, pursuant to the terms of the License Agreement to be entered into at Closing.

     5.8 BULK SALES LAWS

     Buyer and Sellers hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions. Nothing in this Section 5.8 will stop or prevent either Buyer or Sellers from asserting as a bar or defense to any proceeding brought under the bulk sales law that such law does not apply to the Contemplated Transactions under this Agreement.

     5.9 EMPLOYEES AND EMPLOYEE BENEFITS

     The Buyer agrees to provide all of the Transferred Employees of the Business (as identified on Schedule 3.15(a)) with salaries and employee benefits that in the aggregate are not less favorable, in the aggregate, than those provided to such employees by the Sellers immediately prior to the Closing. To the extent that service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Buyer for the benefit of its employees (each, a “Buyer Benefit Plan”), such plan, program or arrangement shall credit such employees of the Business for service on or prior to the Closing with the Sellers and their ERISA Affiliates. Each Buyer Benefit Plan that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, extended to employees of the Business hired by the Buyer (i) shall waive any and all preexisting condition limitations and exclusions and any and all eligibility

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waiting periods with respect to each such employee and his or her spouse and dependents, and (ii) shall recognize for purposes of annual deductible and out-of-pocket limits under any group health plan (including, without limitation, any medical, prescription drug, vision and dental plans) any deductible and out-of-pocket expenses paid by such employees and his or her spouse and dependents under the corresponding Seller Benefit Plan during the calendar year containing the Closing Date, to the extent allowable by the Buyer Benefit Plan provider.

     5.10 TAXES

     (a) Buyer shall provide Sellers with such resale exception certificates as the Sellers shall reasonably request.

     (b) Buyer shall be liable for any and all sales, transfer, business and occupation, stamp and similar Taxes, levies, charges and fees incurred by the Buyer as a result of the transactions contemplated by this Agreement. Buyer and the Sellers shall cooperate in the filing of all necessary documentation and all Tax returns, reports and forms with respect to such Taxes, levies, charges and fees.

     (c) All personal property taxes attributable to the Assets that are due after the Closing Date shall be prorated between Sellers and Buyer as of the Closing Date.

     5.11 NONCOMPETITION; NONSOLICITATION

     (a) For a period of three (3) years after the Closing Date, Sellers shall not, anywhere in the United States, directly or indirectly own, manage, operate, or control any Person engaged in or planning to become engaged in a business that would compete directly with the Business, provided, however, that Seller may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of the securities of any Person (but may not otherwise participate in the activities of such Person) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act.

     (b) For a period of three (3) years after the Closing Date, neither Buyer, Copy Centers nor either of their Affiliates shall use any of the Assets acquired under this Agreement, anywhere in the United States, to directly or indirectly own, manage, operate, or control any Person engaged in or planning to become engaged in a business that would compete directly with the automated teller machine business of Sellers, provided, however, that Buyer, Copy Centers and their respective Affiliates may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of the securities of any Person (but may not otherwise participate in the activities of such Person) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act.

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     (c) Sellers, Buyer and Copy Centers mutually covenant and agree that they shall not (and shall assure that none of their respective Affiliates), directly or indirectly, for a period from the date hereof until eighteen (18) months after the Closing Date solicit to hire or hire, any employee of the other or any of the other’s Affiliates; provided, however, that the foregoing shall not prohibit Buyer or Copy Centers from hiring any of the employees contemplated by this Agreement; and provided further that nothing in this Section shall prohibit Sellers, Buyer or Copy Centers, or their respective Affiliates, from employing (i) any person who contacts them on his or her own initiative; (ii) any person who responds to a general solicitation or advertisement by Sellers, Buyer or Copy Centers or their respective Affiliates, or (iii) any person whose hiring would otherwise violate the provisions of this Section, if the party hereto with standing to object to such hiring shall waive the violation in a writing signed by a representative of such party.

     5.12 BEST EFFORTS TO OBTAIN FINANCING

     Buyer and Copy Centers shall use their best efforts to complete the Financing and satisfy its obligations under the Commitment Letter in accordance with and by the date specified in the terms and conditions of the Commitment Letter. Buyer and Copy Centers shall keep Sellers informed of all material developments, positive and negative, concerning the status of the Financing described in the Commitment Letter. Without limiting the foregoing, Buyer and Copy Centers agree to notify Sellers promptly, and in any event within two (2) calendar days, if at any time prior to the Closing (i) the Commitment Letter shall have expired or be terminated for any reason, (ii) any financing source that is a party to the Commitment Letter notifies Buyer or Copy Centers that such source no longer intends to provide financing to Buyer or Copy Centers on the terms set forth therein, or (iii) Buyer and Copy Centers no longer believes in good faith, subject to receipt of the Financing, that it will be able to obtain the Required Cash Amount. Neither Buyer nor Copy Centers shall amend or alter, or agree to amend or alter, any Commitment Letter in any manner that could be expected to impair, delay or prevent the transactions contemplated by this Agreement, without the prior written consent of Sellers. If the Commitment Letter shall be terminated or modified in a manner materially adverse to Buyer’s or Copy Centers’ ability to consummate the transactions contemplated by this Agreement for any reason, Buyer and Copy Centers shall use their best efforts to obtain alternative financing as promptly as practical in any amount that, together with existing cash resources, will equal the Required Cash Amount. If obtained, Buyer and Copy Centers will provide Sellers with a copy of the new financing commitment letter.

     5.13 COOPERATION IN TRANSITION

     The parties to this Agreement agree that Sellers, Buyer and Copy Centers will need to work together prior to the Closing to prepare for appropriate transition of operations and support provided by Sellers to Buyer and Copy Centers. In furtherance thereof, Sellers, Buyer and Copy Centers shall reasonably cooperate and assist and facilitate the analysis and preparation for the conversion of the systems data, information and functionality Sellers’

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operating systems and applications to Buyer’s operating systems and applications, with the goal of entering into the Transition Services Agreement at Closing.

     5.14 FURTHER ASSURANCES

     The parties shall cooperate reasonably with each other in connection with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions.

     5.15 OPERATION OF THE BUSINESS

     Between the date of this Agreement and the Closing, with respect to the Business and Assets, unless Buyer or Copy Centers otherwise consents in writing, Seller shall:

          (a) conduct the Business only in the ordinary course of business consistent with past practices or reasonable future expectations;

          (b) without making any commitment on Buyer’s behalf, use its best efforts to preserve intact the current Business organization, keep available the services of its employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it;

          (c) make no material changes in management personnel of the Business;

          (d) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business;

          (e) use its best efforts to keep in full force and effect, without amendment, all material rights relating to the Business;

          (f) comply with all Legal Requirements and use its best efforts to comply with all contractual obligations applicable to the operations of the Business;

          (g) continue in full force and effect the insurance coverage under the policies set forth in Schedule 3.21 or substantially equivalent policies; and

          (h) maintain all books and records of Sellers relating to the Business in the ordinary course of the Business consistent with past practices.

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     5.16 CUSTOMER AND OTHER BUSINESS RELATIONSHIPS

     For a period of three months after the Closing Date, Sellers will cooperate with Buyer and Copy Centers in their efforts to continue and maintain for the benefit of Buyer and/or Copy Centers those business relationships of such Sellers with customers and suppliers existing prior to the Closing and relating to the Business after the Closing. Sellers shall refer to Buyer and/or Copy Centers all inquiries relating to the Business.

     5.17 NEGOTIATION OF ADDITIONAL AGREEMENTS

     On or before the Closing Date, the parties shall negotiate in good faith to enter into the following agreements on the Closing Date:

          (a) The Sellers, Buyer and Copy Centers shall enter into a Sublease of Real Property relating to the sublease from Sellers of up to 10,000 square feet of space in Building 10 located at 5208 NE 122nd Avenue, Portland, OR 97230-1074 in Portland, Oregon and leased by Sellers from PacTrust (the “Landlord”). The Sublease of Real Property shall contain the usual and customary terms and provisions, and shall provide for the following:

               (i) The monthly rental shall be equal to $.33 per square foot of warehouse space.

               (ii) The monthly rental shall be equal to $.73 per square foot of office space.

               (iii) Common area charges shall be passed through from Landlord by Sellers to Buyer.

               (iv) The buildout of office space shall be made available to Buyer at the expense of Landlord at a cost not to exceed $25,000.

               (v) The term of the Sublease of Real Property shall be co-terminus with the Sellers’ lease from Landlord.

               (vi) The Sublease of Real Property shall be subject to the consent of Landlord.

          (b) The Sellers, Buyer and Copy Centers shall enter into a Sublease of Vehicles, whereby Buyer and Copy Centers shall assume all of Sellers’ financial obligations relating to certain motor vehicles leased by Sellers under the terms of the Lease Agreement, dated March 17, 1999 between US Fleet Leasing (“US Fleet”), a unit of Associates Leasing, Inc. and TRM Corporation (the “Lease Agreement”). The Sublease of Vehicles shall contain the usual and customary terms and provisions, and shall provide for the following:

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               (i) Buyer shall maintain the level of insurance required under the terms of the Lease Agreement, but not less than the level of insurance actually maintained by TRM for the motor vehicles. The insurance policies shall name Sellers as additional insureds during the full term of the Sublease of Vehicles, and, if any insured claims are pending at the expiration or termination of the term of the Sublease of Vehicles, beyond such date throughout the pendency of the claims.

               (ii) Buyer shall agree in the Sublease of Vehicles to indemnify Sellers, without limitation, for any and all damages suffered by Sellers as a result of the use of the motor vehicles under the Sublease of Vehicles.

               (iii) If necessary, the Sublease of Vehicles shall be subject to the consent of the lessor under the Lease Agreement.

               (iv) The Sublease of Vehicles shall set forth the monthly sublease fee to be paid to Sellers thereunder. Buyer and Copy Centers may apply as a credit against the monthly sublease fee the previously unapplied portion of the breakage fee that would have been due under the Lease Agreement had the vehicles been returned to US Fleet on January 15, 2007.

          (c) The Sellers, Buyer and Copy Centers shall enter into a Sublicense of Software relating to the sublicense from Sellers of certain software licensed to Sellers by Good Technology, Inc. and Microsoft, Inc.

6. CONDITIONS PRECEDENT TO BUYER’S AND COPY CENTERS’ OBLIGATION TO CLOSE

     Buyer’s and Copy Centers’ obligation to purchase the Assets and to take the other actions required to be taken by Buyer and Copy Centers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer or Copy Centers, in whole or in part):

     6.1 ACCURACY OF REPRESENTATIONS

     The representations and warranties of Sellers set forth in this Agreement that are qualified as to materiality will be true and correct and any representations and warranties of Seller set forth in this Agreement that are not so qualified will, in each case, be true and correct in all material respects.

     6.2 SELLERS’ PERFORMANCE

     Sellers shall have in all material respects performed and complied with all of its covenants and obligations contained in this Agreement to be performed and complied with by them on or prior to the Closing Date.

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     6.3 CONSENTS

     Each of the Consents identified in Schedule 6.3 (the “Material Consents”) shall have been obtained and shall be in full force and effect.

     6.4 ADDITIONAL DOCUMENTS

     Sellers shall have caused the documents and instruments required by Section 2.7(a) and the following documents to be delivered (or tendered subject only to Closing) to Buyer:

     (a) releases of all Liens on the Assets, other than Permitted Liens; and

     (b) a certificate from each of the Sellers signed on behalf of such Seller by an authorized officer of such Seller to the effect set forth in Sections 6.1 and 6.2.

     6.5 NO PROCEEDINGS

     Since the date of this Agreement, there shall not have been commenced or threatened against Buyer or Copy Centers any Proceeding (a) involving any challenge to, or seeking Damages or other relief in connection with, any of the Contemplated Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

     6.6 ASSIGNMENT OF MATERIAL CONTRACTS

     The parties shall obtain the necessary consents to the assignment of all of the Material Contracts from Sellers to Buyer or Copy Centers, unless such consents are waived in writing by Buyer or Copy Centers.

     6.7 DELIVERY OF FAIRNESS OPINION

     Buyer and/or Copy Centers shall have received a fairness opinion from Allen & Company, which shall be customary for transactions of similar types and reasonably satisfactory to Buyer and/or Copy Centers, relating to the fairness of the Contemplated Transactions.

     6.8 DELIVERY OF TRM LENDERS’ CONSENTS

     Buyer and/or Copy Centers shall have received a copy of the consent or consents of the lenders under (a) the Amended and Restated Second Lien Loan Agreement, dated as of November 20, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy Centers (USA) Corporation as Borrowers, certain subsidiaries of the Borrowers as the Guarantors, Wells Fargo Foothill, Inc., as Administrative Agent and lender, and other lenders, and (b) the Credit Agreement, dated as of June 6, 2006, as amended on November 20, 2006, among TRM Corporation, TRM ATM Corporation and TRM Copy

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Centers (USA) Corporation as Borrowers, certain subsidiaries of the Borrowers as the Guarantors, Wells Fargo Foothill, Inc., as Administrative Agent and lender, and other lenders, which shall approve and consent to the Contemplated Transactions and agree to the release of any Liens in the Assets (the “TRM Lenders’ Consents”).

7. CONDITIONS PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE

     Sellers’ obligation to sell the Assets and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers in whole or in part):

     7.1 ACCURACY OF REPRESENTATIONS

     The representations and warranties of Buyer and Copy Centers set forth in this Agreement that are qualified as to materiality will be true and correct and any representations and warranties of Buyer and Copy Centers set forth in this Agreement that are not so qualified will, in each case, be true and correct in all material respects.

     7.2 BUYER’S PERFORMANCE

     Buyer and Copy Centers shall have in all material respects performed and complied with all of their respective covenants and obligations contained in this Agreement to be performed and complied with by them on or prior to the Closing Date.

     7.3 CONSENTS

     Each of the Consents identified in Schedule 7.3 shall have been obtained and shall be in full force and effect.

     7.4 ADDITIONAL DOCUMENTS

     Buyer shall have caused the documents and instruments required by Section 2.7(b) and a certificate from Buyer and Copy Centers signed by an authorized officer of Buyer and Copy Centers to the effect set forth in Sections 7.1 and 7.2.

     7.5 NO PROCEEDINGS

     Since the date of this Agreement, there shall not have been commenced or threatened against Sellers any Proceeding (a) involving any challenge to, or seeking Damages or other relief in connection with, any of the Contemplated Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

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     7.6 ASSIGNMENT OF MATERIAL CONTRACTS

     The parties shall obtain the consents (if required under the Material Contracts) to the assignment of all of the Material Contracts from Sellers to Buyer, unless such consents are waived in writing by Sellers.

     7.7 DELIVERY OF TRM LENDERS’ CONSENTS

     Sellers shall have received a copy of the TRM Lenders’ Consents.

8. TERMINATION

     8.1 TERMINATION EVENTS

     By notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated as follows:

     (a) by Buyer if a material breach of any provision of this Agreement has been committed by Sellers and such breach has not been waived by Buyer, and the breach has continued without cure for a period of ten (10) Business Days after the notice of breach;

     (b) by any Seller if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by such Seller, and the breach has continued without cure for a period of ten (10) Business Days after the notice of breach;

     (c) by Buyer if any condition in Article 6 has not been satisfied as of the date specified for Closing in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date;

     (d) by any Seller if any condition in Article 7 has not been satisfied as of the date specified for Closing in the first sentence of Section 2.6 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and such Seller has not waived such condition on or before such date;

     (e) by mutual consent of Buyer and Sellers;

     (f) by Buyer if the Closing has not occurred on or before January 31, 2007, or such later date as the parties may agree upon in writing, unless the Buyer is in material breach of this Agreement; or

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     (g) by either Seller if the Closing has not occurred on or before January 31, 2007, or such later date as the parties may agree upon in writing, unless the Sellers are in material breach of this Agreement.

     8.2 EFFECT OF TERMINATION

     Each party’s right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate, except that the obligations of the parties in this Section 8.2, Article 10 and the Confidentiality Agreement will survive, provided, however, that, if this Agreement is terminated because of a breach of this Agreement by the nonterminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

9. SURVIVAL; INDEMNIFICATION; REMEDIES

     9.1 SURVIVAL

     The representations, warranties, covenants and agreements contained in this Agreement shall survive the consummation of the transactions contemplated hereby solely for purposes of this Article 9 as follows: (i) the representations and warranties contained in this Agreement shall survive for eighteen (18) months following the Closing; provided, that the (a) the representations and warranties set forth in (a) Sections 3.1, 3.2, 4.1 and 4.2 shall survive the Closing without limitation, (b) Sections 3.8, 3.10, and 3.15 shall survive for 90 days following the expiration of any statutes of limitation under applicable law, and (c) Section 3.14 shall survive for three years (the period during which the representations and warranties shall survive being referred to herein with respect to such representations and warranties as the “Survival Period”), and shall be effective with respect to any inaccuracy therein or breach thereof (and a claim for indemnification under Article 9 hereof may be made thereon) if a written notice asserting the claim and specifying the factual basis of the claim in reasonable detail to the extent then known by the notifying party shall have been given within the Survival Period with respect to such matter. Any claim for indemnification made during the Survival Period shall be valid and the representations and warranties relating thereto shall remain in effect for purposes of such indemnification notwithstanding such claim may not be resolved within the Survival Period; and (ii) any covenants contained in this Agreement shall survive the Closing in accordance with their respective terms.

     9.2 INDEMNIFICATION BY SELLERS

     (a) Subject to the limitations set forth in this Article 9, from and after the Closing, Sellers agree to indemnify Buyer, its Affiliates and any of its respective agents, employees,

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officers and directors (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”), against, and agrees to hold Buyer Indemnified Parties harmless from, any and all losses, costs, damages, penalties, fines, liabilities and expenses (including reasonable legal fees and expenses) (collectively, “Damages”) incurred or sustained by any Buyer Indemnified Party to the extent arising out of:

          (i) any breach of any representation or warranty by Sellers contained herein;

          (ii) a breach by Sellers of any covenant or other agreement contained herein; and

          (iii) any Retained Liabilities.

     (b) The aggregate indemnification obligation for Damages under Section 9.2(a) shall not exceed $1,750,000; provided, however, that the application of the limitations set forth in this Section 9.2(b) shall not apply to any Damages arising from any third party claims against Buyer Indemnified Parties with respect to Retained Liabilities; and provided further that this limitation shall not apply to breaches of Section 3.1, 3.2, 3.8, 3.10 and 3.15 (a “Sellers Fundamental Representation”).

     9.3 INDEMNIFICATION BY BUYER

     (a) From and after the Closing, Buyer agrees to indemnify Sellers, their Affiliates and any of their respective agents, employees, officers, managers, and directors (each, a “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”) against, and agrees to hold Seller Indemnified Parties harmless from, any and all Damages incurred or sustained by any Seller Indemnified Party to the extent arising out of any of the following:

          (i) any breach of any representation or warranty by Buyer contained herein; and

          (ii) a breach by Buyer of any covenant or other agreement contained herein; and

          (iii) any Assumed Liabilities.

     (b) The aggregate indemnification obligation for Damages under Section 9.3(a) shall not exceed $1,750,000; provided, however, that the application of the limitations set forth in this Section 9.3(b) shall not apply to any Damages arising from any third party claims against Buyer Indemnified Parties with respect to Assumed Liabilities; and provided further that this limitation shall not apply to breaches of Section 4.1 or 4.2 (a “Buyer Fundamental Representation”).

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     9.4 DEDUCTIBLE

     (a) No claim for Damages arising out of any breach shall be made under Sections 9.2(a)(i) and/or (ii) or 9.3(a)(i) and/or (ii) unless the aggregate amount of Damages for which claims are made under Sections 9.2(a)(i) and/or (ii) or 9.3(a)(i) and/or (ii) exceeds $200,000 (the “Deductible”), in which case, Buyer Indemnified Parties, or Seller Indemnified Parties as the case may be, shall be entitled to seek compensation only for Damages in excess of such amount, subject to Section 9.2(b) or Section 9.3(b); provided, however, that the application of the Deductible shall not apply to any Damages arising from any third party claim against Buyer Indemnified Parties with respect to Retained Liabilities, and from any claim against Seller Indemnified Parties with respect to Assumed Liabilities, or with respect to a breach of a Sellers Fundamental Representation or a Buyer fundamental Representation.

     (b) Notwithstanding anything contained in this Agreement to the contrary, Sellers, or Buyer as the case may be, shall have no obligation to provide indemnification pursuant to Sections 9.2(a)(i) and/or (ii) or 9.3(a)(i) and/or (ii) (and no amount shall be deducted from the Deductible) with respect to any individual claim for indemnification by the Buyer Indemnified Parties, Seller Indemnified Parties as the case may be, except to the extent that the amount of indemnification to which the Buyer Indemnified Parties, or Seller Indemnified Parties as the case may be, shall have become entitled to under Section 9.2 or Section 9.3 as the case may be, with respect to such individual claim for indemnification shall exceed $25,000, in which event all amounts with respect to such individual claim, shall be applied against the Deductible, and if and when such Deductible is exceeded, Sellers, or Buyer as the case may be, shall be obligated, subject to the other provisions of this Article 9 (including, without limitation, Section 9.4(a)), to provide indemnification with respect to such individual claim.

     9.5 NET LOSSES; SUBROGATION; MITIGATION

     (a) Notwithstanding anything contained herein to the contrary, the amount of any Damages incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Damages, (ii) any Tax Advantage realized by the Indemnified Party (or any of its Affiliates) arising from the facts or circumstances giving rise to such Damages, and (iii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party. Each Indemnified Party shall exercise reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Damages after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Party’s payment).

     (b) Upon making any payment to an Indemnified Party in respect of any Damages, the Indemnifying Party shall, to the extent of such payment, be subrogated to all

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rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Damages to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

     (c) Buyer and Sellers shall use reasonable best efforts to mitigate any Damages, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that no party shall be required to use such efforts if they would be demonstrably detrimental in any material respect to such party.

     9.6 CLAIMS

     As promptly as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement that does not involve a third party claim, the Indemnified Party shall give notice to the Indemnifying Party of such claim, which notice shall, to the extent such information is reasonably available, specify in reasonable detail the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount that the Indemnified Party seeks hereunder from the Indemnifying Party, together with such information, to the extent such information is reasonably available, as may be necessary for the Indemnifying Party to determine that the limitations in Section 9.4 have been satisfied or do not apply.

     9.7 NOTICE OF THIRD PARTY CLAIMS; ASSUMPTION OF DEFENSE

     The Indemnified Party shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) Business Days after receiving notice thereof, to the Indemnifying Party of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount of such claim together with such information as may be necessary for the Indemnifying Party to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided, however, that the failure to so notify shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party may, at its own expense, (a) participate in the defense of any such claim, suit, action or proceeding, and (b) upon notice to the Indemnified Party at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. Whether or not the

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Indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

     9.8 SETTLEMENT OR COMPROMISE

     Any settlement or compromise made or caused to be made by the Indemnified Party (unless the Indemnifying Party has assumed the defense of a claim) shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (i) no obligation, restriction or Damage shall be imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (ii) neither the Indemnified Party nor the Indemnifying Party will compromise or settle any claim, suit, action or proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

     9.9 LIMITATIONS ON LIABILITY

     Notwithstanding any provision herein, neither of Sellers nor Buyer shall in any event be liable to the other parties hereto, Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, on account of any breach of this Agreement or any of the other Ancillary Agreements for any indirect, consequential, special, incidental or punitive damages (including lost profits, loss of use, damage to goodwill or loss of business).

     9.10 EXCLUSIVE REMEDY

     Except for any claims based on fraud or intentional misrepresentation, the indemnification provisions set forth in this Article 9 shall provide the exclusive remedy for breach of any covenant, agreement, representation or warranty set forth in this Agreement.

10. GENERAL PROVISIONS

     10.1 EXPENSES

     Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Contemplated Transactions, including all fees and expense of its Representatives.

     10.2 PUBLIC ANNOUNCEMENTS

     Sellers and Buyer each agree that they and their Affiliates shall not issue any press release or otherwise make any public statement or respond to any media inquiry with respect to this Agreement or the transactions contemplated hereby without the prior approval of the other parties, which shall not be unreasonably withheld or delayed, except as may be

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required by Law or by any stock exchanges having jurisdiction over Sellers, Buyer or their respective Affiliates. Notwithstanding the foregoing, three (3) months after the Closing, Sellers or Buyer will be entitled to issue any such press release or make any such other public announcement without obtaining such prior approval.

     10.3 NOTICES

     All notices, Consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment or the receiving party; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other parties):

If to Sellers, to:

TRM Corporation
1521 Locust Street
Philadelphia, PA 19102
Attention: Richard B. Stern
Fax no.: (215) 832-0078
E-mail address: richardstern@trm.com

with a copy to:

Perkins Coie LLP
1120 N.W. Couch Street
Tenth Floor
Portland, OR 97209-4128
Attention: Allan R. Abravanel
Fax no.: (503) 727-2222
E-mail address: aabravanel@perkinscoie.com

If to Buyer or Copy Centers, to:

Skyview Capital, LLC
9777 Wilshire Boulevard, 7th Floor
Beverly Hills, CA 90210
Attention: Michel Tamer
Fax no.: (310) 273-6006
E-mail address: mtamer@skyviewcapital.com

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with a copy to:

TRM Copy Centers, LLC
5208 NE 122nd Avenue
Portland, OR 97230-1074
Attention: Gary Cosmer
Fax no.: (503) 251-5473
E-mail address: _____________________

     10.4 JURISDICTION; SERVICE OF PROCESS

     Any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction may be brought in the courts of the State of Oregon, Multnomah County, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Oregon, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this section may be served on any party anywhere in the world.

     10.5 ENTIRE AGREEMENT AND MODIFICATION

     This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (other than the Confidentiality Agreement) and constitutes (along with the Schedule of Exceptions, Schedules, Exhibits and Ancillary Agreements) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment. The parties acknowledge and agree that the Schedules and the Schedule of Exceptions may be amended and updated between the date hereof and the Closing Date, as mutually and reasonably acceptable to the parties, in order to reflect more accurately the information set forth therein.

     10.6 SCHEDULE OF EXCEPTIONS

     (a) Any information disclosed pursuant to any Schedule hereto or otherwise disclosed to Buyer in writing shall be deemed to be disclosed to Buyer for all purposes of this Agreement.

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     (b) Sellers may elect at any time to notify Buyer of any development causing a breach of any of Sellers’ representations and warranties. Unless Buyer has the right to terminate this Agreement pursuant to Section 8.1(a) because of such breach of a representation and warranty and Buyer exercises that right within three (3) Business Days of notification of such breach, the written notice pursuant to this Section 10.6(b) will be deemed to have amended the appropriate Schedule, to have qualified the Sellers’ representations and warranties, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development.

     10.7 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS

     No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 10.7. Notwithstanding the foregoing, the rights and obligations of Buyer under this Agreement may be assigned by Buyer to Copy Centers at Closing without the consent of Sellers, provided that advance written notice of the assignment is given to Sellers, and Copy Centers continues to be bound by the provisions of this Agreement in all respects and to the same extent as Buyer. Following the Closing, the payment in full of the Purchase Price, and the assignment by Buyer of all of its rights and obligations to Copy Centers, Buyer shall no longer be bound by the obligations hereunder, other than (i) the obligation to pay the Adjustment Amount (if any) to Sellers in accordance with Section 2.9 hereof and (ii) the obligations of Buyer set forth in Sections 5.11(b) and 5.11(c) hereof.

     10.8 HEADINGS

     The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Articles,” and “Sections” refer to the corresponding Articles and Sections of this Agreement.

     10.9 GOVERNING LAW

     This Agreement will be governed by and construed under the laws of the State of Oregon without regard to conflicts-of-laws principles that would require the application of any other law.

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     10.10 EXECUTION OF AGREEMENT

     This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

[SIGNATURE PAGE FOLLOWS]

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     The parties have executed this ASSET PURCHASE AGREEMENT as of the date first written above.

BUYER:
Skyview Capital, LLC
By:	/s/ Alex R. Soltani
Name:	Alex R. Soltani
Title:	Chairman & CEO, Manager
TRM Copy Centers, LLC
By:	/s/ Alex R. Soltani
Name:	Alex R. Soltani
Title:	Authorized Representative
SELLERS:
TRM Corporation
By:	/s/ Richard B. Stern
Name:	Richard B. Stern
Title:	Chief Operating Officer
TRM Copy Centers (USA) Corporation
By:	/s/ Richard B. Stern
Name:	Richard B. Stern
Title:	Chief Operating Officer

[Signature Page to Asset Purchase Agreement]

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Schedule List ⁽¹⁾

Schedule 2.1 (a) Assets to be sold – Photocopiers

Schedule 2.1(b) Assets to be sold – Machinery

Schedule 2.1(e) Assets to be sold – Contracts

Schedule 2.1(f) Assets to be sold – Government Authorizations

Schedule 2.1(i) Assets to be sold – Intellectual Property/Intangible Assets

Schedule 2.2(g) Excluded Assets – Third Party Software

Schedule 2.3 Net Breakage Costs

Schedule 2.4(a)(i) Assumed Liabilities – Accounts Payable at September 30, 2006

Schedule 2.4(a)(vii) Assumed Liabilities – Paid Time Off for Transferred Employees

Schedule 3.2(b) No Conflict

Schedule 3.3 Sufficiency of Assets

Schedule 3.4 Title to Assets: Encumbrances

Schedule 3.6 Financial Statements

Schedule 3.7 Accounts Receivable

Schedule 3.8(e) Tax

Schedule 3.9 No Material Adverse Change

Schedule 3.10(a) Employee Benefits

Schedule 3.12 Legal Proceedings: Orders

Schedule 3.13 Material Contracts

Schedule 3.15(a) Transferred Employees

Schedule 3.15(f) Independent Contractors

Schedule 3.16(c) Intellectual Property

Schedule 3.16(d) Licensed Intellectual Property

Schedule 3.19 Inventories

⁽¹⁾ Pursuant to Regulation S-K Item 601(b)(2), the Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Schedule 3.20 Absence of Changes

Schedule 3.21 Insurance

Schedule 3.21(a) Self Insurance

Schedule 5.1 Conduct of Business Prior to Closing

Schedule 6.3 Material Consents – Buyer’s Conditions

Schedule 7.3 Material Consents – Sellers’ Conditions

Schedule of Exceptions

EX-2.4

Exhibit 2.4

Agreement

TRM Corporation

and

Notemachine Limited

for the sale and purchase of all of the issued shares of
TRM (ATM) Limited

     2007

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CONTENTS

CLAUSE		PAGE
1.	INTERPRETATION		1
2.	SALE AND PURCHASE		6
3.	COMPLETION		7
4.	COMPLETION ACCOUNTS		9
5.	COMPLETION ACCOUNTS PAYMENTS		11
6.	POST-COMPLETION UNDERTAKINGS		12
7.	WARRANTIES		13
8.	PROTECTION OF GOODWILL		15
9.	CONFIDENTIAL INFORMATION		16
10.	ANNOUNCEMENTS		17
11.	ASSIGNMENT		17
12.	COSTS		18
13.	EFFECT OF COMPLETION		18
14.	FURTHER ASSURANCE		18
15.	ENTIRE AGREEMENT		18
16.	VARIATIONS		19
17.	WAIVER		19
18.	INVALIDITY		19
19.	NOTICES		19
20.	COUNTERPARTS		20
21.	GOVERNING LAW AND JURISDICTION		21
22.	THIRD PARTY RIGHTS		21
23.	APPOINTMENT OF PROCESS AGENT		21
SCHEDULE 1			22
Particulars relating to the Company			22
SCHEDULE 2			23
Particulars relating to the Subsidiaries			23
SCHEDULE 3			25
The Warranties			25
SCHEDULE 4			43
Seller Protection Clauses			43
SCHEDULE 5			47
The Properties			47
SCHEDULE 6			48
Part 1 – Statement			48
Part 2 – Accounting Policies and Procedures			48
Part 3 – Pro Forma Balance Sheet			49
SCHEDULE 7			50
Liabilities			50
SCHEDULE 8			510
Arrangements requiring release of Seller’s Group			50
SCHEDULE 9			51
Subordination Deed			511

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THIS AGREEMENT is made on                                          2007

BETWEEN:

(1) TRM CORPORATION a corporation organised and existing under the laws of the State of Oregon and having its principal place of business at 5208 NE 122^nd Avenue, Portland, Oregon 97230, USA (the “Seller”); and

(2) NOTEMACHINE LIMITED (No. 05869602) whose registered office is at Russell House, Elvicta Business Park, Crickhowell, Powys, NP8 1DF (the “Buyer”).

THE PARTIES AGREE AS FOLLOWS:

1. INTERPRETATION

1.1 In this agreement the following words and expressions and abbreviations have the following meanings, unless the context otherwise requires:

“A & L Cash” means cash held: (a) by the Group on trust for Alliance & Leicester pursuant to the Alliance & Leicester agreement dated 25 January 2005 document number 4.8.1 attached to the Disclosure Letter; and (b) by Brinks on trust for Alliance & Leicester pursuant to an agreement dated 5 September 2006 document number 4.8.3 attached to the Disclosure Letter and for the avoidance of doubt excluding the Security Deposit Amount;

“Accounts Date” means 31 December 2005;

“Agreed Rate” means two per cent above the base rate from time to time of Barclays Bank plc;

“Associate” means in relation to a person:

(a)	a person who is his associate determined in accordance with section 435 of the Insolvency Act 1986; and
(b)	any Group undertaking (as defined in section 259 of the Companies Act) of that person.

“Associated Company” has the meaning given to it in sections 416 et seq. of the TA;

“Business Day” means a day (excluding Saturdays) on which banks generally are open in London for the transaction of normal banking business;

“Buyer’s Group” means the Buyer, its holding companies and the subsidiary undertakings and associated companies from time to time of such holding companies, all of them and each of them as the context admits;

“Buyer’s Solicitors” means Taylor Wessing of Carmelite, 50 Victoria Embankment, Blackfriars, London EC4Y 0DX;

“Cash” means the aggregate amount of cash at bank or in hand held by or on behalf of the Group (excluding Intra-Group Receivables, A & L Cash (save for the Security Deposit Amount which shall be included), Link Receivables and items to be treated as debtors in the Working Capital Amount) as at close of business on the Completion Date, an estimate of which is set out in the Statement (the “Estimated Cash”) and calculated in accordance with clause 4 and the accounting policies and procedures set out in part 2 of schedule 6;

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“Company” means TRM (ATM) Limited (No.3782309);

“Completion” means the completion of the sale and purchase of the Shares in accordance with clause 3;

“Completion Accounts” means a balance sheet of the Group to be prepared in accordance with clause 4 and on the basis of the accounting policies and procedures set out in part 2 of schedule 6;

“Completion Date” means the date on which Completion occurs;

“Completion Share Payment” means £45,300,000 PLUS the Estimated Cash LESS the Estimated Other Debt PLUS the Estimated Intra-Group Receivables LESS the Estimated Intra-Group Payables LESS the Estimated Liabilities LESS the Third Party Debt;

“Completion Tax Figure” has the meaning given to it in schedule 6;

“Confidential Information” means all information relating to any Group Company’s business, or financial or other affairs which is not publicly known;

“Data Room Information” means the materials and information made available for inspection by the Buyer and its advisers at the on-line datasite maintained on behalf of the Seller by Merrill Corporation and details of which are given in the Disclosure Letter;

“Director” means a director of a Group Company;

“Disclosed” means fairly disclosed to the Buyer in the Disclosure Letter with sufficient explanation and detail to identify clearly the nature and scope of the matter so disclosed;

“Disclosure Letter” means a letter dated the same date as this agreement together with the attachments thereto addressed by the Seller to the Buyer disclosing exceptions to the Warranties ;

“Encumbrance” means all security interests, options, equities, claims, or other third party, rights including rights of pre-emption of any nature whatsoever;

“Estimated Completion Tax Figure” means the estimated corporation tax payable in respect of the period from 1 January 2006 to Completion being £zero;

“Group” means the Company and the Subsidiaries and the expressions “Group Companies” and “Group Company” means all or any one of them as the context so requires;

“HMRC” means Her Majesty’s Revenue and Customs and, where relevant, any predecessor body which carried out part of its functions;

“Intellectual Property” means patents, trade marks, design rights, trade names, copyrights, (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, Know-How, trade secrets and other confidential information, and all other intellectual property rights of a similar or corresponding character in any part of the world;

“Interest Element” shall bear the meaning given to such term in clause 5.1;

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“Intra-Group Indebtedness” means such amount (which may be positive or negative) as is equal to the sum of the Intra-Group Receivables less the Intra-Group Payables an estimate of which is set out in the Statement (the “Estimated Intra-Group Indebtedness”) and calculated in accordance with clause 4 and the accounting policies and procedures set out in part 2 of schedule 6;

“Intra-Group Receivables” means the aggregate of the amounts owing from members of the Seller’s Group to members of the Group (including any Intra-Group Trading Indebtedness as at close of business on the Completion Date, an estimate of which is set out in the Statement (the “Estimated Intra-Group Receivables”) and calculated in accordance with clause 4 and the accounting policies and procedures set out in part 2 of schedule 6;

“Intra-Group Payables” means the aggregate of the amounts owing from members of the Group to members of the Seller’s Group (including any Intra-Group Trading Indebtedness as at close of business on the Completion Date, an estimate of which is set out in the Statement (the “Estimated Intra-Group Payables”) and calculated in accordance with clause 4 and the accounting policies and procedures set out in part 2 of schedule 6;

“Intra-Group Trading Indebtedness” means any debts outstanding between members of the Group and members of the Seller’s Group in respect of intra-group trading activities in the ordinary and usual course of business;

“Know-How” means confidential or proprietary industrial, technical or commercial information and techniques in any form (including paper, electronically stored data, magnetic media, files and micro-film) including, drawings, data relating to inventions, formulae, test results, reports, research reports, project reports and testing procedures, shop practices, instruction and training manuals, market forecasts, specifications, quotations, lists and particulars of customers and suppliers, marketing methods and procedures, show-how and advertising copy;

“Liabilities” means such amounts as are owed by any member of the Group to third parties estimates of which are set out in schedule 7 and the aggregate estimate of which is set out in the Statement (the “Estimated Liabilities”) and calculated in accordance with clause 4 and the accounting policies and procedures set out in part 2 of schedule 6;

“Line Item” means an entry in the Pro Forma Trial Balance;

“Link Receivables” means any amounts owing to any member of the Group from Link Interchange Network Limited pursuant to the Network Member Agreement dated 3 August 2005 document number 4.1 attached to the Disclosure Letter as at the close of business on the Completion Date;

“London Stock Exchange” means the London Stock Exchange plc;

“Other Debt” means the aggregate amount of the indebtedness of the Group:

(a)	under indemnities or guarantees given for the benefit of third parties and/or members of the Seller’s Group; and/or
(b)	for finance leases from banks or similar institutions (or similar arrangements where the Group does not receive good title to goods until such goods have been paid for in full); and/or
(c)	for amounts borrowed from third party banks,

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but excluding Intra-Group Payables, Third Party Debt and items to be treated as creditors in the Working Capital Amount as at close of business on the Completion Date (including in each case accrued interest and penalties thereon and including any break fees which would be incurred were such facilities to be terminated at Completion), an estimate of which is set out in the Statement (the “Estimated Other Debt”) and calculated in accordance with clause 4 the accounting policies and procedures set out in part 2 of schedule 6;

“Pension Matters” means any matter arising out of or connected with the provision of “relevant benefits” as defined in section 612 of the TA;

“Pro Forma Trial Balance” means the trial balance in the agreed form as set out in part 3 of schedule 6 showing, Line Items for September 2006;

“Properties” means the properties described in schedule 5 or any part or parts thereof and “Property” shall mean any one of them;

“Related Person” means in relation to any party its holding companies and the subsidiary undertakings and associated companies from time to time of such holding company, all of them and each of them as the context admits;

“Security Deposit Amount” means the aggregate amount of cash placed by the Company with Alliance & Leicester as a security deposit for the provision of cash pursuant to an agreement dated 25 January 2005 document number 4.8.1 attached to the Disclosure Letter;

“Seller’s Group” means the Seller, its holding companies and the subsidiary undertakings and the associated companies excluding the Company and the Subsidiaries from time to time of such holding companies, all of them and each of them as the context admits;

“Seller’s Solicitors” means Ashurst of Broadwalk House, 5 Appold Street, London EC2A 2HA;

“Shareholder Resolution” means the resolution signed by the Seller in relation to the whitewash in the agreed form;

“Seller’s Solicitors’ Account” shall bear the meaning given to such term in clause 3.5(a);

“Shares” means all of the issued shares in the capital of the Company;

“Share Consideration” shall bear the meaning given to such term in clause 2.5;

“Statement” shall mean the statement in the form set out at part 1 of schedule 6 which shall be agreed and completed firstly, at Completion using estimated figures and secondly, in accordance with clause 4;

‘Subordination Deed” means the deed of subordination relating to the subordination of the inter-company loan between TRM (ATM) Deutschland GmbH and the Company appended to this agreement as schedule 9.

“Subsidiaries” means each of the subsidiary undertakings of the Company specified in schedule 2, each being a “Subsidiary”);

“TA” means the Income and Corporation Taxes Act 1988;

“Tax” or “Taxation” means any tax, and any duty, contribution, impost, withholding, levy or charge in the nature of tax, whether domestic or foreign, and any fine, penalty, surcharge or

4

interest connected therewith and includes corporation tax, income tax (including income tax required to be deducted or withheld from or accounted for in respect of any payment), national insurance and social security contributions, capital gains tax, inheritance tax, value added tax, customs excise and import duties, stamp duty, stamp duty land tax, stamp duty reserve tax, insurance premium tax, air passenger duty, rates and water rates, landfill tax, petroleum revenue tax, advance petroleum revenue tax, gas levy and any other payment whatsoever which any person is or may be or become bound to make to any person and which is or purports to be in the nature of taxation;

“Taxation Statutes” means all statutes, statutory instruments, orders enactments, laws, by-laws, directives and regulations, whether domestic or foreign decrees, providing for or imposing any Tax;

“Tax Deed” means a deed of covenant in the agreed terms;

“Third Party Debt” means the aggregate amount of indebtedness of the Group for amounts borrowed from Wells Fargo Foothill Inc. and GSO Luxembourg Onshore Funding SARL and identified in part 1 of schedule 6;

‘Transaction Document” means any of this agreement, the Tax Deed, the Transitional Services Agreement and any other document entered into or within 30 days after the date of this agreement in connection with it;

“Transitional Services Agreement” means the services agreement in the agreed terms and made between the Seller and the Company recording the provision of certain services by the Seller for an interim period post Completion;

“UK Listing Authority” means the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

“Warranties” means the warranties set out in schedule 3; and

"Working Capital Amount” means the aggregate value in respect of the Group as at close of business on the Completion Date of:

(a)	stock;
(b)	the trade and sundry debtors of the Group (including Link Receivables, customer discounts and prepayments but excluding Intra Group Receivables); and
(c)	all prepaid expenses of the Group:
	LESS the aggregate value in respect of the Group as at close of business on the Completion Date of:
(d)	the trade and sundry creditors of the Group (excluding Debt, Intra Group Payables and the Liabilities but including, for the avoidance of doubt any net VAT, PAYE and/or NIC liabilities); and
(e)	all accrued expenses of each Group Company,

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an estimate of which is set out in the Statement (the “Estimated Working Capital Amount”) and calculated in accordance with clause 4 and the accounting policies and procedures set out in part 2 of schedule 6;

1.2 In this agreement unless otherwise specified, reference to:

(a)	a “subsidiary undertaking” is to be construed in accordance with section 258 of the Companies Act 1985 and a “subsidiary” or “holding company” is to be construed in accordance with section 736 of that Act;
(b)	a document in the “agreed terms” is a reference to that document in the form approved and for the purposes of identification signed by or on behalf of each party;
(c)	“FA” followed by a stated year means the Finance Act of that year;
(d)	“includes” and “including” shall mean including without limitation;
(e)	a “party” means a party to this agreement and includes its assignees (if any) and/or the successors in title to substantially the whole of its undertaking;
(f)	a “person” includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
(g)	a “statute” or “statutory instrument” or “accounting standard” or any of their provisions is to be construed as a reference to that statute or statutory instrument or accounting standard or such provision as the same may have been amended or re-enacted before the date of this agreement;
(h)	“clauses”, “paragraphs” or “schedules” are to clauses and paragraphs of and schedules to this agreement;
(i)	“writing” includes any methods of representing words in a legible form (other than writing on an electronic or visual display screen) or other writing in non-transitory form;
(j)	words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; and
(k)	the time of day is reference to time in London, England.

1.3 The schedules form part of the operative provisions of this agreement and references to this agreement shall, unless the context otherwise requires, include references to the schedules.

1.4 The index to and the headings and the descriptive notes in brackets relating to provisions of Taxation Statutes in this agreement are for information only and are to be ignored in construing the same.

2. SALE AND PURCHASE

2.1 Upon the terms and subject to the conditions of this agreement, the Seller shall, as legal and beneficial owner and with full title guarantee, sell and the Buyer shall purchase the Shares

6

with effect from Completion free from any Encumbrance together with all accrued benefits and rights attached thereto and all dividends declared after the date of this agreement.

2.2 The Seller waives or agrees to procure the waiver of any rights or restrictions conferred upon it in relation to the Shares under the articles of association of the Company or otherwise.

2.3 The Buyer shall not be obliged to complete the purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

2.4 The total consideration for such sale and purchase of the Shares shall be the Share Consideration.

2.5 The “Share Consideration” shall be:

(a)	£45,300,000;
(b)	PLUS the amount (if any) of the Cash;
(c)	PLUS the amount (if any) by which the Working Capital Amount exceeds £1,182,915;
(d)	PLUS the amount (if any) of the Intra-Group Receivables;
(e)	LESS the amount (if any) of the Other Debt;
(f)	LESS the amount (if any) by which the Working Capital Amount is less than £1,182,915;
(g)	LESS the amount (if any) of the Intra-Group Payables;
(h)	LESS the amount (if any) of the Liabilities;
(i)	LESS the amount of the Third Party Debt;
(j)	LESS the amount of the Completion Tax Figure; and
(k)	PLUS the Interest Element (if payable to the Seller pursuant to clause 5.1) or LESS the Interest Element (if payable to the Buyer pursuant to clause 5.1).

3. COMPLETION

3.1 Completion shall take place at the offices of the Buyer’s Solicitors (or at such other place as the parties may agree) immediately after the execution of this agreement.

3.2 On Completion the Seller shall deliver to or, if the Buyer shall so agree, make available to the Buyer:

(a)	transfers in common form relating to all the Shares duly executed in favour of the Buyer (or as it may direct);
(b)	a share certificate relating to the Shares (or an indemnity in respect of a lost share certificate in a form reasonably acceptable to the Buyer);
(c)	resignations in the agreed terms duly executed as deeds of Jeffrey Brotman, Daniel Cohen, Daniel O’Brien, Jonathan Daniel Lass from their offices as director or secretary of and their employment with any Group Company containing a confirmation that they

7

have no claims (whether statutory, contractual or otherwise) against any Group Company;

(d)	the common seals, certificates of incorporation and statutory books, share certificate books and cheque books of each Group Company;
(e)	the Tax Deed duly executed by the Seller;
(f)	all leases, title deeds and other documents relating to the Properties (except to the extent that the same are in the possession of mortgagees pursuant to mortgages disclosed in schedule 5);
(g)	to the extent not in the possession of any Group Company, all books of account concerning the businesses of any Group Company;
(h)	an acknowledgement in the agreed terms from the Seller to the effect that following the repayments made in accordance with clause 3.4 and/or clause 3.5 as the case may be, there is no Intra-Group Indebtedness owing at Completion;
(i)	the Disclosure Letter and the Transitional Services Agreement, both duly executed by the Seller;
(j)	share certificates relating to all of the issued shares in the capital of the Subsidiaries (or an indemnity in respect of a lost share certificate in a form reasonably acceptable to the Buyer);
(k)	a copy of a resolution of the board of directors of the Seller authorising the execution of and the performance of its obligations under this agreement and each of the other documents to be executed by it;
(l)	an irrevocable power of attorney in the agreed terms executed by the holder of the Shares in favour of the Buyer, appointing the Buyer to be its lawful attorney in respect of the Shares;
(m)	a deed of release executed by Wells Fargo Foothill Inc. as facility agent and security agent for GSO Luxembourg Onshore Funding SARL in relation to the Third Party Debt;
(n)	the resignation of the auditors of each Group Company under section 394 of the Companies Act that none of the circumstances mentioned in that section exist and that there are no fees or other payments due to them from the relevant Group Company;
(o)	service contacts in the agreed form executed by Kevin Waterhouse and Ashley Dean;
(p)	compromise agreements in the agreed form executed by Kevin Waterhouse and Ashley Dean; and
(q)	the Special Resolution.

3.3 At or prior to Completion, the Seller shall procure the passing of board resolutions of each Group Company:

(a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares;

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(b)	appointing Peter McNamara, John Dixon, Paul Cartwright and Ben Slatter as directors and John Dixon as secretary of each Group Company;
(c)	revoking all mandates to bankers and giving authority in favour of the directors appointed under clause 3.3(b) above or such other persons as the Buyer may nominate to operate the bank accounts thereof;
(d)	resolving to repay a sum equal to that proportion of the Intra-Group Indebtedness owed by each relevant Group Company;
(e)	authorising the delivery to the Buyer of share certificate in respect of the Shares;
(f)	note the resignations referred to in clause 3.2(c) and 3.2(p) above;
(g)	change the registered office to Russell House, Elvicta Business Park, Crickhowell Powys, NP8 1DF; and
(h)	pass the Shareholder Resolutions.

3.4 In the event that the Estimated Intra-Group Indebtedness is a positive figure, the Seller shall procure the payment of an amount equal to the Estimated Intra-Group Indebtedness by way of electronic transfer to the Buyer’s Solicitor’s Account at XXXXXXXX XXXXXXXXXXX Bank XXX XX XXX XXXXXX, XXXXXX XXX XXXXXX, PO BOX XXXXX, XXX XXXXXX, XXXXXX XXXX XXX, sort code XX-XX-XX, Account Number XXXXXXXX (the “Buyer’s Solicitor’s Account”) and the receipt of the Buyer’s Solicitors shall be a good discharge to the Seller.

3.5 Upon compliance by the Seller with all the provisions of clauses 3.2, 3.3 and 3.4 the Buyer shall (for the avoidance of doubt using finance procured by the Buyer in the case of sub-clauses (b) and (c) below):

(a)	provide for the electronic transfer of the Completion Share Payment to the Seller’s Solicitor’s Account at XXXXXXX Bank XXX, XX XX XXXXXXXXXXX, XXXXXX, XXXX XXX, sort code XX-XX-XX, Account No. XXXXXXXX (the “Seller’s Solicitor’s Account”) and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer;
(b)	in the event that the Estimated Intra-Group Indebtedness is a negative figure, procure the payment by the Company of an amount equal to the Estimated Intra-Group Indebtedness by way of electronic transfer to the Seller’s Solicitor’s Account and the receipt of the Seller’s Solicitors shall be a good discharge to the Buyer;
(c)	procure the payment by the Company of the Third Party Debt by way of electronic transfer to those persons and in such amounts as set out in schedule 6 by way of electronic transfer to such accounts as shall be notified to the Buyer in advance;
(d)	deliver to the Seller a counterpart of the Tax Deed and the Transitional Services Agreement, both duly executed by the Buyer.

4. COMPLETION ACCOUNTS

4.1 The Buyer shall procure that the Group prepares drafts of the Completion Accounts and the Statement in the format set out in schedule 6 on the basis of the accounting policies and procedures set out therein and deliver them to the Seller within 30 Business Days of Completion.

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4.2 The Seller shall notify the Buyer in writing within 30 Business Days of receipt of such draft Completion Accounts and the Statement whether or not it accepts the draft Completion Accounts and Statement for the purposes of this agreement.

4.3 If the Seller notifies the Buyer that it does not accept such draft Completion Accounts and Statement:

(a)	it shall, at the same time as it notifies the Buyer that it does not accept such draft Completion Accounts and Statement, set out in such notice in writing its reasons in reasonable detail for such non-acceptance and specify the adjustments which, in its opinion, should be made to the draft Completion Accounts and the Statement in order to comply with the requirements of this agreement; and
(b)	the parties shall use all reasonable endeavours to:

(i)	meet and discuss the objections of the Seller; and
(ii)	try to reach agreement upon the adjustments (if any) required to be made to the draft Completion Accounts and the Statement

in each case, within 20 Business Days of the Seller’s notice of non-acceptance pursuant to clause 4.2 (or such other time as the parties may agree in writing).

4.4 If the Seller is satisfied with the draft Completion Accounts and the Statement (either as originally submitted or after adjustments agreed between the Seller and the Buyer) or if the Seller fails to notify the Buyer of its non-acceptance of the draft Completion Accounts and the Statement within the 30 Business Day period referred to in clause 4.2, then the draft Completion Accounts and the Statement (incorporating any agreed adjustments) shall constitute the Completion Accounts and the Statement for the purposes of this agreement.

4.5 If the Seller and the Buyer do not reach agreement within the 20 Business Day period referred to in clause 4.3(b) (or such other time as the parties may agree in writing) then the matters in dispute and in respect of which reasonable details have been provided by the Seller to the Buyer at the time that it notified the Buyer that it does not accept the Completion Accounts and the Statement in accordance with clause 4.3(a)(and only those) shall be referred, on the application of either the Seller or the Buyer, for determination by an independent firm of internationally recognised chartered accountants to be agreed upon by the Seller and the Buyer or, failing agreement, to be selected, on the application of either the Seller or the Buyer, by the President for the time being of the Institute of Chartered Accountants in England and Wales or his duly appointed deputy (the “firm”). The following provisions shall apply to such determination:

(a)	the Buyer and/or the Buyer’s accountants and the Seller and/or the Seller’s accountants shall each promptly (and in any event within such time frame as reasonably enables the firm to make its decision in accordance with the time frame set down in clause 4.5(b)) prepare and deliver to the firm a written statement on the matters in dispute (together with the relevant documents);
(b)	the firm shall be requested to give its decision within 20 Business Days (or such later date as the Buyer and the Seller agree in writing) of the confirmation and acknowledgment by the firm of its appointment hereunder;
(c)	in giving such determination, the firm shall state what adjustments (if any) are necessary to the draft Completion Accounts and the Statement in respect of the

10

matters in dispute in order to comply with the requirements of this agreement and shall give its reasons therefor;

(d)	the firm shall act as an expert (and not as an arbitrator) in making any such determination which shall be final and binding on the parties (in the absence of manifest error);
(e)	each party shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and the expenses of the firm shall be borne between the Seller and the Buyer in such proportions as the firm shall in its discretion determine or, in the absence of any such determination, equally between the Seller and the Buyer.

4.6 When the Seller and the Buyer reach (or pursuant to clause 4.4 are deemed to reach) agreement on the Completion Accounts and the Statement or when the Completion Accounts and the Statement are finally determined at any stage in accordance with the procedures set out in this clause 4:

(a)	the Completion Accounts and the Statement as so agreed or determined shall be the Completion Accounts and the Statement for the purposes of this agreement and shall be final and binding on the parties; and
(b)	the Working Capital Amount, the Debt, the Cash, the Intra-Group Payables, the Intra-Group Receivables, the Liabilities and the Completion Tax Figure shall be as set out in the Statement.

4.7 Subject to any rule of law or any regulatory body or any provision of any contract or arrangement entered into prior to the date of this agreement to the contrary, the Seller shall procure that each member of the Seller’s Group shall, and the Buyer shall procure that the Group shall, promptly provide each other, their respective advisers, the firm, the Buyer’s accountants and the Seller’s accountants with all information (in their respective possession or control) relating to the operations of the Seller’s Group and/or the Group, as the case may be, including access at all reasonable times to all the Seller’s Group and Group employees, books, records, and other relevant information and all co-operation and assistance, as may in any such case be reasonably required to:

(a)	enable the production of the Completion Accounts and the Statement; and
(b)	enable the firm to determine the Completion Accounts and the Statement.

The Seller and the Buyer hereby authorise each other, their respective advisers and the firm to take copies of all information which they have agreed to provide under this clause 4.7.

4.8 Subject to clause 4.5(e), the Seller and the Buyer shall each bear their own costs and expenses arising out of the preparation and review of the Completion Accounts and Statement.

5. COMPLETION ACCOUNTS PAYMENTS

5.1 Save as regards any amount payable under clause 5.1(e) below, within five Business Days of the agreement or determination of the Completion Accounts and the Statement in accordance with the provisions of clause 4:

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(a)	if the Completion Share Payment is less than the Share Consideration (excluding any Interest Element) then the Buyer shall pay to the Seller the amount of such shortfall;
(b)	if the Completion Share Payment is more than the Share Consideration (excluding the Interest Element) then the Seller shall pay to the Buyer the amount of such excess,

together, in each case, with an amount equal to interest on the amount so payable at the Agreed Rate per annum for the period from the Completion Date to the date of payment (both dates inclusive) (the “Interest Element”);

(c) if the Completion Tax Figure is more than the Estimated Completion Tax Figure then the Seller shall pay to the Buyer the amount of such excess.

5.2 Any payment due under this clause 5 shall be made by way of telegraphic transfer in immediately available funds to:

(a)	in the case of payments to the Seller, the Seller’s Solicitor’s Account; and
(b)	in the case of payments to the Buyer or the Company, the Buyer’s Solicitor’s Account.

5.3 If any sum due for payment under or in accordance with this agreement by one party to another is not paid on the due date, the party in default shall pay interest thereon (at the same time and payment is made) at the Agreed Rate for the period from the due date to the date of actual payment (both dates inclusive).

6. POST-COMPLETION UNDERTAKINGS

6.1 Following Completion, the Seller undertakes to the Buyer to use all reasonable endeavours to ensure that each Group Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it prior to Completion which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of a member of the Seller’s Group and prior to such release the Seller undertakes to the Buyer (on behalf of itself and as trustee on behalf of each Group Company) to keep each Group Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance.

6.2 Following Completion the Buyer undertakes:

(a)

to the Seller to use all reasonable endeavours to ensure that each member of the Seller’s Group is released from any guarantees, indemnity, bond, letter of comfort or Encumbrance or other contractual obligations (listed in part A of schedule 8 of this agreement) and prior to such release the Buyer undertakes to the Seller (on behalf of itself and as trustee on behalf of each member of the Seller’s Group) to keep each member of the Seller’s Group fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance or other obligation provided that with respect to the leases specified in part A of schedule 8, these obligations are without prejudice and in addition to the Seller’s obligations in clause 6.3; and

(b)

to procure that, as soon as reasonably practicable after Completion and in any event within 12 months afterwards, the Group shall cease in any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the Seller’s Group or any confusingly similar mark, name or logo.

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6.3 Following Completion, the Seller undertakes to take all such actions pursuant to its rights under the agreement dated 18 May 2006 between the Seller and Digital 4 Convenience Plc as the Buyer may reasonably request to procure that the leases in respect of the Properties (as set out in part A of schedule 8) are validly assigned to the Company with the consent of the relevant landlord. Prior to the completion of such assignments, the Seller shall keep the Company fully indemnified against any losses (including reasonable costs and expenses properly incurred) which the Company suffers as a result of any landlord requiring the Company to cease its occupation of the Properties (or any of them) by reason of the Company’s unlawful occupation without landlord’s consent, to the extent only that:

(a)	such losses exceed the amounts which would otherwise have been payable by the Company under such leases if it had remained in occupation; and
(b)	neither the Company nor the Buyer nor any other person on their respective behalves has induced or influenced the landlord to require the Company to cease occupation.

The Buyer shall procure that the Company shall take all reasonable steps to mitigate any such losses as referred to above.

6.4 Following Completion, the Seller undertakes to the Buyer to use all reasonable endeavours to assign to the Company the benefit (subject to the burden) of the agreements which are detailed in part B of schedule 8. Pending formal assignment of such agreements, the Seller shall hold the benefit of such agreements (including in particular any income from such agreements) on trust for the Company and shall pay over to the Company any sums received pursuant to such agreements within 5 Business Days of receipt thereof. The Buyer shall procure that from Completion, the Company performs the obligations of the Seller or the Seller’s Group under such agreements and shall indemnify the Seller and the Seller’s Group against any losses and demands suffered by them as a result of the failure of the Company or the Group to perform such obligation.

7. WARRANTIES

7.1	The Seller warrants to the Buyer in the terms of the Warranties by reference to the circumstances prevailing as at the date of this agreement and each of the Warranties shall be construed as a separate warranty.
7.2	Any claim under the Warranties is subject to the terms and provisions of schedule 4.
7.3	The Seller shall be under no liability under the Warranties in relation to any matter forming the subject matter of a claim thereunder to the extent that the same or circumstances giving rise thereto are Disclosed in the Disclosure Letter or the Data Room Information.
7.4	The Buyer warrants to the Seller that (and each such warranty shall be construed as a separate warranty):

(a)	the execution and delivery of this agreement and the Completion of the transactions contemplated hereby, have, where required, been duly and validly authorised and no other proceedings or action on the part of the Buyer is necessary to authorise the agreement or to complete the transactions contemplated; and
(b)	it has disclosed to the Seller all agreements, arrangements and understandings (whether oral or in writing) between any member of the Buyer’s Group and any director, employee, contractor or agent of any member of the Group.

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7.5 The only warranties given by the Seller in respect of or relating to:

(a)	Intellectual Property are contained in paragraph 7 of schedule 3;
(b)	officers, employees and trade unions are contained in paragraph 18 of schedule 3;
(c)	the Properties are contained in paragraph 19 of schedule 3;
(d)	Pension Matters are contained in paragraph 20 of schedule 3;
(e)	Tax or any Taxation Statutes are contained in paragraph 21 of schedule 3; and
(f)	Environmental Matters are contained in paragraph 22 of schedule 3.

	and no claim or proceeding which could be brought within any of the paragraphs specified in clause 7.5(a)-(f) above shall be brought except under one of those paragraphs and no liability which arises under one of those paragraphs shall also arise under any other such paragraph or under any other Warranty.
7.6	Any payment due in respect of any claim under this agreement shall for all purposes be deemed to be and shall take effect as a reduction in the consideration paid by the Buyer for the Shares.
7.7	The Seller shall indemnify the Buyer against and shall pay to the Buyer an amount equal to the amount which if paid to the Company or any relevant Group Company would indemnify the Company or that Group Company against all losses arising in connection with or arising out of:

(a)

any claim against a Group Company or the Buyer by any broker, finder, financial adviser or other person retained by the Seller or a Group Company in connection with the transactions effected by this agreement; or

(b)

the fact that TRM (ATM) Deutschland GmbH has suffered a loss not covered by equity (as referred to in the recital to the Subordination Deed) but only to the extent that such position is not corrected or mitigated by the execution by TRM (ATM) Deutschland GmbH of the Subordination Deed and TRM (ATM) Deutschland GmbH remains in breach of the German Insolvency Code by reason of transactions or losses occurring prior to Completion.

7.8	All sums payable by the Seller under this agreement shall be paid free of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Seller shall pay such additional amount as shall be required to ensure that the net amount received by the Buyer will equal the sum which would have been received by it had no deduction or withholding been required to be made.
7.9	If a payment made by the Seller in respect of any breach of, or indemnity contained in, this agreement will be or has been subject to Taxation in the hands of the Buyer, the Buyer may demand from the Seller such sum (after taking into account any Taxation payable in respect of it) as will ensure that the Buyer receives and retains a net sum equal to the sum which it would have received had the payment not been subject to Taxation. The Seller shall pay any sum demanded under this clause 7.9 within five Business Days of the demand.
7.10	If, following the payment of an additional amount under clause 7.8 or 7.9 above, the Buyer subsequently obtains a saving, reduction, credit or payment in respect of the deduction or

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	withholding giving rise to such additional amount, the Buyer shall pay to the Seller a sum that the Buyer (acting in good faith) determines as leaving the Buyer in the same position as the Buyer would have been in had no such deduction or withholding been made, but only to the extent that the Buyer can do so without prejudicing the retention of any credit or relief obtained as a result of the relevant deduction or withholding.
7.11	If any amount owing from the Seller under this agreement is not paid when due it shall bear interest both before and after any judgment at the Agreed Rate.
7.12	The Seller undertakes to the Buyer and each Group Company that it will waive any right it may have and not make a claim in respect of misrepresentations, inaccuracy or omission in or from any information or advice supplied by a Group Company or its officers, employees, consultants or advisors in connection with this agreement or the Disclosure Letter.
8.	PROTECTION OF GOODWILL
8.1	The Seller hereby undertakes to procure that (except as otherwise agreed in writing with the Buyer) neither the Seller not any of its subsidiary undertakings from time to time will either solely or jointly with any other person (either on its own account or as the agent of any other person):

(a)

for a period of 2 years from Completion carry on or be engaged or (except as the holder of shares in a listed company which confer not more than five per cent. of the votes which can generally be cast at a general meeting of the company) interested directly or indirectly in a business which competes with the type of business carried on by any member of the Group at Completion in the United Kingdom and Germany;

(b)

for a period of 2 years from Completion induce, solicit or endeavour to entice to leave the service or employment or any member of the Group, any person who during the period of 6 months prior to Completion was an employee of any member of the Group occupying a senior or managerial position and likely (in the opinion of the Buyer) to be:

(i)	in possession of confidential information relating to; or
(ii)	able to influence the customer relationships or connections of

any member of the Group provided that this shall not restrict any member of the Seller’s Group from advertising or otherwise taking steps to recruit (and/or subsequently employing) any person which is or are not specifically aimed at a particular employee or group of employees of any Group Company; or

(iii) for a period of two years from Completion, canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out or by any other means endeavour to entice away from any Group Company any person for orders or instructions in respect of any goods or services competitive with those supplied by any Group Company and with whom any Group Company has transacted as a supplier in Germany and/or in the United Kingdom during the period of 12 months immediately prior to Completion.

8.2 Nothing in clause 8.1 shall prevent or restrict the Seller or any of its subsidiary undertakings from:

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(a)	carrying on or being engaged in or economically, interested in any business which, at the date of this agreement, it currently carries on or is engaged in or economically interested in or any reasonable extension or development thereof outside the United Kingdom and Germany;
(b)	being the holder of shares (conferring not more than five per cent. of the votes which would normally be cast at a general meeting of that company) or debentures of a company which is engaged in any business referred to in clause 8.1(a);
(c)	acquiring the whole or any part of a business which, or the share capital of a company or group of companies whose business or a part of whose business, includes operations the carrying on of which would otherwise amount to a breach of the undertaking contained in clause 8.1 (the “Competitive Operations”), as part of a larger acquisition or series of related acquisitions provided that:

(i)	the Competitive Operations comprise a minor part of the business or the business of such company, group of companies or businesses acquired or in which the Seller or its relevant subsidiary undertaking has acquired an interest; and
(ii)	the Seller or its relevant subsidiary undertaking disposes of the Competitive Operations to a third party outside of the Seller’s Group within one year of the date of acquisition of such Competitive Operations.

For the purpose of this clause 8.2(c) a “minor part” of the business of such company, group of companies or business shall be part of its overall business in which the turnover of the Competitive Operations does not exceed 10 per cent. of the gross turnover of the company, group of companies or business acquired.

8.3	The Seller agrees that the undertakings contained in this clause 8 are reasonable and are entered into for the purpose of protecting the goodwill of the business of each member of the Group as carried out at Completion.
8.4	The Seller undertakes to the Buyer that at all times it will not (and will procure that none of its subsidiary undertakings will) either itself or by an agent and either on its own account or by or in association with or for the benefit of any other person directly or indirectly represent itself to be connected with or interested in the business of the Group.
8.5	If a breach of clauses 8.1, 8.2 or 8.3 occurs, the Seller and the Buyer agree that damages alone are likely not to be sufficient compensation and that injunctive relief is reasonable and is likely to be essential to safeguard the interests of the Buyer and of any Group Company and that injunctive relief (in addition to any other equitable remedies) may (subject to the discretion of the courts) be obtained.
9.	CONFIDENTIAL INFORMATION
9.1	The Seller shall not and shall procure that no other member of the Seller’s Group shall use or disclose to any person Confidential Information.
9.2	Clause 9.1 does not apply to:

(a)	disclosure of Confidential Information to or at the written request of the Buyer;
(b)	use or disclosure of Confidential Information required to be disclosed by law or the rules of any stock exchange or any governmental, regulatory or supervisory body or

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	court of competent jurisdiction to which the relevant member of the Seller’s Group is subject;
(c)	disclosure of Confidential Information to professional advisers for the purpose of advising the Seller for the purpose of the Transaction Documents; or
(d)	Confidential Information which becomes generally known other than by the Seller’s breach of clause 9.1.

10.	ANNOUNCEMENTS
10.1	No party shall disclose the making of this agreement or its terms or the existence or the terms of any other agreement referred to in this agreement (except those matters set out in the press release in the agreed terms) and each party shall procure that each of its Related Persons shall not make any such disclosure without the prior consent of the other party unless disclosure is:

(a)	to its professional advisers; or
(b)	to its Related Persons;
(c)	required by law or the rules or standards of the London Stock Exchange or the UK Listing Authority or the rules and requirements of any other regulatory body and disclosure shall then only be made by that party:

(i)	after it has taken all such steps as may be reasonable in the circumstances to agree the contents of such announcement with the other party before making such announcement and provided that any such announcement shall be made only after notice to the other party; and
(ii)	to the person or persons and in the manner required by law or the London Stock Exchange or the UK Listing Authority or such other regulatory body or as otherwise agreed between the parties.

10.2	The restrictions contained in clause 10.1 shall apply without limit of time.
11.	ASSIGNMENT
11.1	This agreement is personal to the parties and save as provided in clause 11.2 no party without the prior written consent of the other shall assign, transfer, charge or declare a trust of the benefit of all or any of any other party’s obligations nor any benefit arising under this agreement.
11.2	Notwithstanding the provisions of clause 11.1, the Buyer may assign to any Related Person and/or any provider of finance for the purpose of the acquisition of the Shares (by way of security), the benefit of:

(a)	any Warranty; and
(b)	any other right which it may have under this agreement,

provided that:

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(a)

no assignee shall be entitled to a greater damages or other compensation than that to which the Buyer would have been entitled had it not assigned the benefit of the Warranty;

(b)

in the case of an assignment to any Related Person, such assignment shall be expressed to have effect only for so long as the relevant assignee remains a Related Person of the Buyer and that immediately before such assignee ceasing to be a Related Person of the Buyer, the assignee shall assign the benefit to a Related Person of the Buyer, and the provisions of this clause 11 shall apply mutatis mutandis to any such Related Person.

12.	COSTS
	Unless expressly otherwise provided in this agreement each of the parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the sale and purchase of the Shares. For the avoidance of doubt, all of the fees of EY, Ashurst and any other advisor of the Seller in connection with this transaction shall be for the account of the Seller and not the Group.
13.	EFFECT OF COMPLETION
	The terms of this agreement (insofar as not performed at Completion and subject as specifically otherwise provided in this agreement) shall continue in force after and notwithstanding Completion.
14.	FURTHER ASSURANCE
	The Seller shall from time to time upon request from the Buyer do or procure the doing of all acts and/or execute or procure the execution of all such documents in so far as each is reasonably able and in a form reasonably satisfactory to the Buyer for the purpose of transferring to the Buyer the Shares and otherwise giving the Buyer the full benefit of this agreement.
15.	ENTIRE AGREEMENT
15.1	Each party on behalf of itself and as agent for each of its Related Persons acknowledges and agrees with the other party (each such party acting on behalf of itself and as agent for each of its Related Persons) that:

(a)	the Transaction Documents constitute the entire and only agreement between the parties and their respective Related Persons relating to the subject matter of the Transaction Documents;
(b)	neither it nor any of its Related Persons have been induced to enter into any Transaction Document in reliance upon, nor have they been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in the Transaction Documents and, to the extent that any of them have been, it (acting on behalf of itself and as agent on behalf of each of its Related Persons) unconditionally and irrevocably waives any claims, rights or remedies which any of them might otherwise have had in relation thereto; and
(c)	the only remedies available to it in respect of the Transaction Documents (and, where appropriate, to its Related Persons) are damages for breach of contract and, for the

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avoidance of doubt, neither it (nor its Related Persons, where appropriate) have any right to rescind or terminate any Transaction Documents either for breach of contract or for negligent or innocent misrepresentation or otherwise;

	PROVIDED THAT the provisions of this clause 15 shall not exclude any liability which any of the parties or, where appropriate, their Related Persons would otherwise have to any other party or, where appropriate, to any other party’s Related Persons or any right which any of them may have to rescind this agreement in respect of any statements made fraudulently by any of them prior to the execution of this agreement or any rights which any of them may have in respect of fraudulent concealment by any of them.
16.	VARIATIONS
	This agreement may be varied only by a document signed by or on behalf of each of the Seller and the Buyer.
17.	WAIVER
17.1	A waiver of any term, provision or condition of, or consent granted under, this agreement shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given.
17.2	No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
17.3	No breach of any provision of this agreement shall be waived or discharged except with the express written consent of the Seller and the Buyer.
18.	INVALIDITY
18.1	If any provision of this agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction:

(a)	the validity, legality and enforceability under the law of that jurisdiction of any other provision; and
(b)	the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision,

	shall not be affected or impaired in any way.
19.	NOTICES
19.1	Any notice, demand or other communication given or made under or in connection with the matters contemplated by this agreement shall be in writing and shall be delivered personally or sent by fax or prepaid first class post (air mail if posted to or from a place outside the United Kingdom):

In the case of the Buyer to:

Russell House

Elvicta Business Park

Crickhowell

Powys

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NP8 1DF
United Kingdom
Fax:	+44(0) 1873 811 552
Attention:	Peter McNamara
In the case of the Seller to:
1521 Locust Street
Suite 200
Philadelphia
PA 19102
USA
Attention:	Jeffrey Brotman, President and CEO

and shall be deemed to have been duly given or made as follows:

(a)	if personally delivered, upon delivery at the address of the relevant party;
(b)	if sent by first class post, two Business Days after the date of posting;
(c)	if sent by air mail, five Business Days after the date of posting; and
(d)	if sent by fax, when despatched;

provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made outside 9.00 a.m. — 5.00 p.m. on a Business Day such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

19.2 A party may notify the other party to this agreement of a change to its name, relevant addressee, address or fax number for the purposes of clause 19.1 provided that such notification shall only be effective:

(a)	on the date specified in the notification as the date on which the change is to take place; or
(b)	if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

20.	COUNTERPARTS
20.1	This agreement may be executed in any number of counterparts which together shall constitute one agreement. Any party may enter into this agreement by executing a counterpart and this agreement shall not take effect until it has been executed by all parties.
20.2	Delivery of an executed signature page of a counterpart by facsimile transmission or in AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this agreement. If either method is adopted, without prejudice to the validity of such agreement, each party shall provide the other with the original of such page as soon as reasonably practicable thereafter.

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21.	GOVERNING LAW AND JURISDICTION
	This agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation) shall be governed by and construed in accordance with English law.
22.	THIRD PARTY RIGHTS
22.1	Any person (other than the parties to this agreement) who is given any rights or benefits under clause 13 (a “Third Party”) shall be entitled to enforce those rights or benefits against the parties in accordance with the Contracts (Rights of Third Parties) Act 1999.
22.2	Save as provided in clauses 11.2 and 20.1 above the operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
22.3	The parties may amend, vary or terminate this agreement in such a way as may affect any rights or benefits of any Third Party which are directly enforceable against the parties under the Contracts (Rights of Third Parties) Act 1999 without the consent of such Third Party.
22.4	Any Third Party entitled pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any rights or benefits conferred on it by this agreement may not veto any amendment, variation or termination of this agreement which is proposed by the parties and which may affect the rights or benefits of the Third Party.
23.	APPOINTMENT OF PROCESS AGENT
23.1	The Seller appoints the Seller’s Solicitors as its agent to receive on its behalf in England service of any proceedings arising out of or in connection with this agreement. Service of any proceedings on such agent shall be effective whether or not a copy is served on the Seller
23.2	The appointment under clause 23.1 may not be revoked by the Seller unless the Seller has previously appointed a substitute process agent to act in place of the Seller’s Solicitors for the purposes set out in clause 23.1 and has given written notice to the Buyer of such appointment.
23.3	If the Buyer notifies the Seller that it has become aware that the process agent appointed under this clause:

(a)	has ceased to be able to act as agent;
(b)	no longer has an address in England; or
(c)	has notified the Buyer that it declines or has ceased to act as agent,

	The Seller shall within five Business Days appoint a substitute acceptable to the Buyer and deliver to the Buyer details of the new agent’s name, address and fax number.
23.4	If the Seller fails to appoint a substitute agent in accordance with clause 22.3, the Buyer may by written notice to the Seller appoint a replacement agent to act on the Seller’s behalf.
23.5	If the Buyer serves any document on a replacement agent appointed by the Buyer in accordance with clause 23.4 such service shall not be effective unless a copy is within 5 Business Days served on the Seller in accordance with the provisions of clause 19.

IN WITNESS whereof this agreement has been executed on the date first above written.

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Signed by /s/ Jeffrey F. Beotman	)
for and on behalf of TRM	)
CORPORATION in the presence of:	)
Signed by /s/ Paul Cartwright	)
for and on behalf of	)
NOTEMACHINE LIMITED	)
in the presence of:	)

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Schedule List ⁽¹⁾

Schedule 1 Particulars relating to the Company

Schedule 2 Particulars relating to the Subsidiaries

Schedule 3 The Warranties

Schedule 4 Seller Protection Clauses

Schedule 5 The Properties

Schedule 6 Part 1 – Statement

Schedule 6 Part 2 – Accounting Policies and Procedures

Schedule 6 Part 3 – Pro Forma Trial Balance

Schedule 7 Liabilities

Schedule 8 Arrangements requiring release of Seller’s Group

Schedule 9 Subordination Deed

⁽¹⁾ Pursuant to Regulation S-K Item 601(b)(2), the Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

EX-10.6(D)

Exhibit 10.6(d)

CONSULTING AGREEMENT

     This Agreement is made between: TRM CORPORATION (“Company”) and Danial J. Tierney (“Consultant”).

     IN CONSIDERATION of the Company retaining the Consultant for independent consulting services and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and in consideration of the Company disclosing confidential information to the Consultant in order for the Consultant to provide services to the Company, it is agreed as follows:

1. Independent Consulting Services

1.1	The Consultant undertakes to provide the Company with consulting services over a six (6) month period commencing on January 2, 2007 (the “Effective Date”) and ending on July 1, 2007 (the “Term”). Consultant shall assist the Company with the sales of the United States photocopy business (“U.S. photocopy business”), the Canadian ATM business, a possible sale or disposal of the Canadian photocopy business, any other matters the Consultant had been working on immediately preceding termination of employment as Executive Vice President and such other matters as the Consultant and the President of the Company shall mutually determine. Consultant’s services shall be non-exclusive.
1.2	The Consultant is an independent contractor and shall not be considered as an employee of the Company.
1.3	The Consultant will be solely responsible to comply with and pay all income, sales, withholding or other taxes and make source deductions or pay other levies imposed by governmental or regulatory authorities and make all required remittances to the appropriate authority.
1.4	The Consultant shall perform the work in accordance with and in full compliance with the statutes, laws, ordinances and regulations governing his profession, trade or business. Consultant is being retained due to his substantial experience and expertise in the ATM and photocopier industry, and shall perform the professional services in a manner befitting that expertise and experience.
1.5	In consideration for the performance of the services contemplated by Section 1.1 hereof, the Company agrees to pay the Consultant a fee of $85,000 (the “Consulting Fee”) in equal monthly installments of $14,166.67 on the last business day of each calendar month from January 2007 through and including June 2007, subject to the following:

     (a) If a sale of the U.S. photocopy business closes during the Term of this Agreement, $50,000 of the Consulting Fee (or, if less than $50,000 of the Consulting Fee remains be paid, such lesser balance of the Consulting Fee) shall be accelerated and paid to the Consultant at the closing of the U.S. photocopy business or, if such sale closes in 2006, the Consultant shall be paid the $50,000 of the Consulting Fee on the Effective Date. If such acceleration occurs, the monthly installments shall then be adjusted to pay the remaining Consulting Fee evenly over the remaining number of installments.

     (b) If the Company sells the U.S. photocopy business during the Term and, with the Consultant’s assistance, the Company also sells the Canadian ATM business during the Term (or enters into a binding agreement to do so and such sale takes place pursuant to such agreement

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within ninety days after the Term hereof), the Consultant shall be paid a bonus, in addition to the Consulting Fee, totalling $20,000 at the closing of the sale of the Canadian ATM business.

1.6

In addition to the compensation payable to the Consultant pursuant to Section 1.5 hereof, the Company shall provide the Consultant with continued use of the Consultant’s laptop computer (which the Consultant had been using immediately preceding termination of his employment with the Company), which the Consultant can purchase from the Company for $1.00 at the end of the Term. The Company will permit the Consultant to retain his TREO device, and shall pay its monthly service fee, not to exceed $150 per month, until the earlier of (i) one year from the Effective Date or (ii) the commencement of the Consultant’s employment with another employer, at which time the Consultant shall return such TREO device to the Company. The Company will reimburse the Consultant for the cost of maintaining a broadband connection in his home until the earlier of (i) one year from the Effective Date or (ii) the commencement of the Consultant’s employment with another employer. The Company will also reimburse the Consultant for reasonable out-of-pocket expenses related to performing services on behalf of the Company. Such expenses typically include, but are not limited to, telephone calls, postage, shipping, travel, meals and lodging expenses. All travel must be pre-approved by the Company.

1.7

The Consultant shall spend such time as reasonably may be required to perform his services hereunder not to exceed an average of two days per week during the Term. The Consultant acknowledges and agrees that during certain periods of time during the Term, particularly during the beginning of the Term, he will need to devote more than two days per week to perform his duties; however, in no event shall the Consultant be required to devote more than 52 days to the performance of his duties during the Term.

2. Ownership of work to be performed

The Consultant agrees that the interim and final results of the services he performs hereunder shall become the sole property of the Company.

3. Confidentiality

3.1

Access to Confidential Information

Company will permit the Consultant to have access to Confidential Information as needed for the purpose of performing the Consultant’s responsibilities for Company. Access to this information shall terminate (A) upon breach of this Agreement by the Consultant; (B) upon breach by the Consultant of, or termination of, the Severance Agreement and Release of Claims between the Consultant and the Company of even date herewith; or (C) where no longer needed for the purpose of performing the Consultant’s responsibilities for the Company.

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3.2	Treatment of Confidential Information
	The Consultant shall maintain the Confidential Information of Company in confidence, and shall not make copies or duplicates of, or disclose, divulge, or otherwise communicate such Confidential Information to others, or use it for any purpose except for the exclusive use of the Company unless compelled to do so pursuant to legal process or as otherwise required by law and then only after providing the Company with prior notice. The Consultant further agrees to exercise every reasonable precaution to prevent and restrain any unauthorized disclosure of such Confidential Information, by any employee, consultant, subcontractor, sublicensee, or agent.
	Upon termination of employment and at any other time requested by Company, the Consultant agrees to return all materials containing Confidential Information to Company, without retaining any copies and will not use the Confidential Information for any personal or business purpose, either for the Consultant’s own benefit or that of any other person, corporation, government or entity.
3.3	Duty Not to Solicit Employees, Customers/Clients and Suppliers.
	The Consultant further agrees that during the Term and for a period of six (6) months thereafter, terminating on December 31, 2007, he shall not for any reason directly or indirectly, by any means or device whatsoever, for himself or on behalf of, or in conjunction with any person, partnership or corporation, do any one or more of the following: (A) induce, entice, hire, or attempt to hire or employ, any person who is, at that time, an employee of the Company or of the Company’s subsidiaries, partners, co-venturers or related entities (a “Prohibited Employee”) or otherwise call upon any Prohibited Employee for the purpose or with the intent of enticing such Prohibited Employee away from or out of the employ of the Company or of the Company’s parents, subsidiaries, partners, co-venturers or related entities; or (B) for any purpose which is competitive with the Company, call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer or supplier of the Company or of the Company’s parents, subsidiaries, partners, co-venturers or related entities. Nothing in this Agreement, however, shall bar the Consultant from working as an employee or consultant with an entity that purchases any part of TRM’s business operations.

4. Non-Disparagement

The parties agree to refrain from making any negative, disparaging or derogatory comments about each other, including but not limited to, in the case of TRM, any public or private remarks or statements that would injure the business or reputation of TRM, or its officers, managers, members, directors, partners, agents or employees, or in the case of the Consultant, any statements that would harm the Consultant’s reputation.

5. Remedies

5.1 Enforcement. It is recognized that damages, in the event of breach of the covenants herein, would be difficult, if not impossible, to ascertain and it is therefore agreed that Company, in addition to and without limiting any other remedy or right which it may have, shall have the right to obtain preliminary and permanent injunctive relief enjoining such breach issued against the Consultant by a court of competent jurisdiction.

5.2 Damages. In the event damages are ascertainable, the Company may commence legal action for such damages against the Consultant for any violation of the promises and covenants contained

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herein, in addition to any other legal or equitable remedies which may be available to Company against the Consultant. The Consultant understands that the Company intends to seek legal recourse for any violation of this Agreement.

5.3 Attorney fees. In the event of actions to enforce the provisions of this agreement, the prevailing party shall be entitled to attorney’s fees and all other costs of collection.

6. Term

The initial term of this Agreement shall begin January 2, 2007 and shall terminate on July 2, 2007. The Agreement may be terminated by the Company upon thirty calendar days prior written notice; provided however, that if Company shall terminate this Agreement during its Term it shall remain obligated to pay the Consultant’s fees, as set forth herein, and those expenses incurred by the Consultant pursuant to paragraph 1.6 hereof through the date of termination, as if the Agreement had not been terminated.

7. Complete Agreement

This is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein and supersedes and merges all prior representations, proposals, understandings and all other agreements, oral or written, express or implied, between the parties relating to the matters contained herein. This Agreement may not be modified or altered except by written instrument duly executed by both parties.

8. Notices

All notices and requests in connection with this Agreement shall be given or made upon the respective parties in writing to the following addresses. Notice may be deposited in the mail, postage pre-paid, certified or registered, return receipt requested, and addressed as follows:

Company:
TRM Corporation
5208 N.E. 122^nd Avenue
Portland Oregon 97230-1074
Attention: Angela Childers

Consultant:
Danial J. Tierney
P.O. Box 1177
Brush Prairie, WA 98606

9. Miscellaneous

9.1. Governing Law, Venue. This Agreement shall be interpreted in accordance with and governed by the laws of the state of Oregon without regard to the conflict of laws rules of such state. The Circuit Court of the County of Multnomah or the United States District Court for the District of Oregon at Portland shall be the exclusive venue for any legal proceeding arising from or relating to this Agreement.

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9.2 Waiver. The waiver by the Company of a breach or default of any provision in this Agreement by the Consultant shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of the Company to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any right, power, or privilege by the Company.

9.3 Successors and assigns. This Agreement shall be binding upon and inure to the benefit of the Company and the Consultant and their successors, heirs, executors, administrators, and permitted assigns.

9.4 Severability. The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions. If the limitations imposed by any provision of this Agreement are found to exceed those that are enforceable in a particular jurisdiction, the provision shall be interpreted as to that jurisdiction to extend only to the time, geographic area, or range of activities as to which it may be enforceable, but shall remain in full force and effect as to all other jurisdictions.

9.5 No employment contract. This is not a contract of employment and does not require that the Company employ the Consultant or use the Consultant’s services for any particular period, for any particular position, or on any particular terms.

IN WITNESS WHEREOF the Company and the Consultant have executed this Agreement on the 12^th day of December, 2006.

TRM Corporation		Consultant
By:	/s/ Jeffrey F. Brotman	/s/ Danial J. Tierney

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EX-10.6(E)

Exhibit 10.6(e)

Mr. Danial J. Tierney
15711 NE 180^th Street
Brush Prairie, WA 98606

     Re: Severance Agreement and Release of Claims

Dear Danial:

     This Severance Agreement and Release of Claims (“Agreement”) sets forth our agreement regarding severance arrangements and release of claims and identifies certain continuing obligations of TRM Corporation (“TRM”) and you (“Tierney” or “you”). This Agreement is entered into pursuant to, and to confirm but not amend, modify or replace, the Employment Agreement between you and TRM dated as of January 1, 2000 (the “Employment Agreement”).

     1. TRM’s Obligations. In consideration for this Agreement, in exchange for the release set forth in paragraph 4 below, and subject to your performance of all terms of this Agreement, TRM agrees that:

     (a) It shall provide you with consulting pay as set forth in the consulting agreement, dated December 12, 2006, attached hereto (the “Consulting Agreement”).

     (b) Provided that you make an election to continue health insurance coverage in accordance with the requirements of COBRA, and subject to the terms and conditions of TRM’s group health insurance plan, TRM shall pay the full health insurance premium for the same plan and at the same coverage and benefit level as TRM provided immediately preceding your termination of employment as Executive Vice President, for one year from January 2, 2007 or until you become covered under another employer’s health insurance plan. Your participation in TRM’s healthcare plan shall be otherwise subject to provisions of COBRA.

     (c) TRM shall pay you a severance payment totaling $275,000 on January 2, 2007, payment for accrued but unused paid-time-off in the amount of $15,000, and, to the extent not theretofore paid to you, salary of $22,917 for December 2006.

     (d) TRM shall pay or reimburse you for up to $9,000 for career coaching services subject to your provision of supporting documentation to TRM.

     (e) TRM shall provide indemnification to the extent provided in its bylaws in connection with actions taken as an officer of TRM.

     (f) TRM shall reimburse your reasonable costs, including attorney fees, in connection with Nasdaq’s trading investigation.

     (g) TRM shall take such corporate actions as may be necessary to cause the vesting of all unvested restricted stock or stock options held by you on January 2, 2007 and to extend the time to sell such options to two years from the termination of your employment or ten years from

the date of grant, whichever is shorter. You acknowledge that, as a result of such extension, any incentive stock options held by you will no longer be treated as incentive stock options under the Internal Revenue Code of 1986, as amended, but rather as non-incentive stock options.

     2. Full Satisfaction of Agreement. You acknowledge and agree that the payments and other consideration provided pursuant to paragraph 1 are the full and complete amounts owed to you pursuant to the Employment Agreement.

     3. Your Obligations. In consideration of the Employment Agreement and this Agreement, and in addition to the release set forth in paragraph 4 below, and your other covenants herein, you agree that you:

          (a) Shall immediately resign from all positions, if any, as an officer or director of TRM and its subsidiaries and affiliates, and from all positions, if any, as a fiduciary with respect to any employee benefit plan of TRM or its subsidiaries and affiliates. You waive, relinquish and abandon any and all employment with TRM (or its subsidiaries, sister corporations, partners, related entities, contractors or sub-contractors) now and forevermore;

          (b) Except as required to perform your duties under the Consulting Agreement, shall immediately return to TRM, to the extent you have not already done so, all correspondence, files, customer and prospect lists, notes, computer data, technical data and other documents and materials that contain any such confidential or proprietary knowledge or information, without retaining any copies of such materials for yourself, provided that, at the end of the term of the Consulting Agreement, any of the foregoing retained by you pursuant to the exception above, shall be immediately returned to TRM;

          (c) Shall, except as provided in the Consulting Agreement, return all other property belonging to TRM, including, but not limited to, all business machines, computers, computer hardware and software programs, telephones (cellular, mobile or other), pagers, keys, card keys and credit cards;

          (d) Shall fully cooperate with TRM as needed in the future with respect to any legal matters involving TRM or any of its subsidiaries and affiliates, provided that TRM will use good faith efforts to give you reasonable advance notice of the need for such cooperation, and provided further that (i) TRM will reimburse you for all expenses reasonably incurred by you in connection with the foregoing, and (ii) following the end of the term of the Consulting Agreement, TRM shall compensate you for any time you thereafter expend in connection with the foregoing rate of $150 per hour. You agree that, in connection with the foregoing, you shall, subject to pre-existing commitments, make yourself reasonably available to TRM;

          (e) Confirm that Section 3 of the Former Employment Agreement shall remain in full force and effect and agree to continue to be bound by Section 3 of the Former Employment Agreement.

     4. Release of Claims. You hereby irrevocably and unconditionally release and forever discharge TRM and each and all of its parents, subsidiaries, sister corporations, partners, officers, agents, directors, shareholders, supervisors, employees, representatives, attorneys, insurers,

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and their successors and assigns and all persons acting by, through, under, or in concert with any of them from any and all charges, grievances, complaints, claims, and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which you at any time heretofore had or claimed to have or which you may have or claim to have regarding events that have occurred as of the Effective Date (as hereinafter defined) of this Agreement, including, but not limited to, any and all claims related or in any manner incidental to your employment, the termination of your employment at TRM, or stock options. All claims (including related attorney fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, by statute or regulation; any alleged unlawful act, including, but not limited to, unpaid wages, benefits or other compensation or penalty, liquidated damages, employment discrimination, workers compensation benefits, personal injuries of any nature, defamation, any other claim or cause of action; and regardless of the forum in which it might be brought. The claims which you forever release and discharge by this Agreement include, but are not in any way limited to all claims under the described statutes: ORS 652.140 et seq., the Fair Labor Standards Act, 29 U.S.C. Sections 200 et seq., ORS Chapter 652 et seq., ORS Chapter 653 et seq., ORS Chapter 654 et seq., ORS Chapter 655 et seq., ORS Chapter 659 et seq., ORS 659A et. seq., Discrimination in Employment in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000-e et seq., the Americans With Disabilities Act, 42 U.S.C. Sections 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. Sections 621 et. seq., the Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Fair Labor Standards Act, 29 U.S.C. Sections 200 et seq., the Civil Rights Act of 1866, 42 U.S.C. Section 1981, the Family and Medical Leave Act, 29 U.S.C. Section 2601 et seq., the Oregon Civil Rights Act, ORS Chapter 659A et seq., the Oregon Family Leave Act, ORS Chapter 659A.470 et seq., Oregon Statutes Sections 44-1001 et. seq, 44-1111 et. seq.

     The parties agree that any provision of law which precludes a party from releasing any unknown or unasserted claims is hereby waived.

     Notwithstanding any other provision of this Agreement, the parties further agree that this release is not intended to (i) change your status or rights as a participant in any TRM retirement plan, (ii) terminate any options now held by you (which such termination shall be as set forth in the plan and grant instruments pursuant to which such options were issued as modified pursuant to paragraph 1(g) hereof), (iii) limit any of the obligations of the parties expressly set forth or acknowledged in this Agreement, or (iv) interfere with your entitlement to unemployment compensation.

     5. Confidential Nature of Agreement and Employment. The parties agree that they shall keep the existence of this Agreement and all of its terms confidential, and they agree not to disclose or publish same except in response to a subpoena or to their respective attorneys, accountants and financial advisors, who shall be advised of and bound by this confidentiality provision upon such disclosure or publication. The parties also agree not to discuss with anyone, including but not limited to, current, former or prospective TRM employees, the terms and conditions of your employment with TRM, or the termination thereof, unless otherwise required by law to do so, except that TRM shall have the right to disclose such information to its management employees with a need to know and to disclose such information as may be required by applicable securities or other laws.

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     6. Injunctive Relief; Payments. If either party breaches any of the covenants set forth in this Agreement, the parties acknowledge that such breaches will result in irreparable injury to the injured party for which monetary damages are not adequate and that, in the event of any such breach, the injured party shall be entitled, in addition to all other rights and remedies which such injured party may have at law or in equity, to have an injunction issued by any competent court enjoining and restraining the other party, and all other persons involved therein, from continuing such breach.

     7. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon. Any action arising out of, or relating to, any of the provisions of this Agreement may, at the election of TRM, be brought and prosecuted only in the United State District Court for the District of Oregon or the Circuit Court of the State of Oregon, County of Multnomah, and in the event of such election, the Parties consent to the jurisdiction and venue of said court.

     8. Severability. If one or more of the provisions contained in this Agreement shall for any reason be invalid or unenforceable, such provision or provisions may be modified by any appropriate judicial body so that they are valid and/or enforceable. If any provision is stricken, the remaining provisions of this Agreement shall remain valid and enforceable.

     9. Entire Agreement. The parties understand that no promise, inducement, or other agreement not expressly contained herein has been made conferring any benefit upon them; that this Agreement contains the entire agreement between the parties; that this Agreement may not be altered, amended, or modified, in any respect, except by a writing duly executed by both parties; and that the terms of this Agreement are contractual and not recitals only. This Agreement shall be binding upon you and TRM and their successors, heirs and assigns.

     10. You understand and agree that you:

          (a) Have executed this Agreement only after having had an opportunity to consider it for a full 21 days.

          (b) Have carefully read and fully understand all of the provisions of this Agreement.

          (c) Are, through this Agreement, releasing TRM, and its agents, servants, employees, parent companies, subsidiaries, partners, and related entities, from any and all claims you may have against them or it.

          (d) Knowingly and voluntarily agree to all of the terms set forth in this Agreement.

          (e) Knowingly and voluntarily intend to be legally bound by this Agreement.

          (f) Were advised and hereby are advised in writing to consider the terms of this Agreement and consult with an attorney of your choice before signing this Agreement.

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          (g) Have a full seven (7) days following his execution of this Agreement to revoke this Agreement and have been and are hereby advised in writing that this Agreement shall not become effective or enforceable until the revocation period has expired.

          (h) Understand that you are releasing rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.

          (i) Understand that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that may arise after the date this Agreement is executed are not waived.

     11. Consultation With Counsel, Period to Review. You acknowledge that it has been your decision alone whether or not to consult with counsel regarding this Agreement. You acknowledge that you had 21 days in which to consider this Agreement before signing it and that you were permitted to use as much of that period as you wished prior to signing, but by your signature below you acknowledge that you have chosen to voluntarily execute this Agreement earlier and to waive the remaining days of such 21 day period. You acknowledge that no proposal or actual change that you or your counsel makes with respect to this Agreement will restart the 21 day period.

     12. Revocation Period. You also understand and acknowledge that you may revoke this Agreement within seven (7) days of signing it. Should you wish to do so, you must submit written notice of your revocation in writing to Angela C. Childers, Director of Human Resources, TRM Corporation, 5208 N.E. 122^nd Avenue, Portland, OR 97230-1074, no later than 5:00 p.m. on the 7^th day after you have signed this Agreement. If you revoke this Agreement, it shall not be effective or enforceable, and you must return any of the consideration described in paragraph 1 above. You also understand that none of TRM’s obligations under this Agreement, including without limitation the obligations set forth in paragraph 3, shall become due prior to the Effective Date. The term “Effective Date” shall mean the eighth (8^th) day after you execute this Agreement and do not revoke it.

     13. Section Headings. Section headings in this Agreement are for convenience of reference only and shall neither constitute a part of this Agreement nor affect its interpretation.

     14. EACH PARTY TO THIS AGREEMENT REPRESENTS TO THE OTHER THAT SUCH PARTY HAS READ THE TERMS OF THIS AGREEMENT; THAT SUCH PARTY HAS HAD AN OPPORTUNITY TO FULLY DISCUSS AND REVIEW THE TERMS OF THIS AGREEMENT WITH LEGAL COUNSEL; THAT SUCH PARTY UNDERSTANDS THE CONTENTS HEREOF; AND THAT SUCH PARTY FREELY AND VOLUNTARILY ASSENTS TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS THAT PARTY’S OWN FREE ACT, AND WITH THE INTENTION OF RELEASING THE OTHER PARTY FROM EACH AND EVERY CLAIM RELATING IN ANY WAY TO THE EMPLOYMENT RELATIONSHIP BETWEEN THEM.

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     In order to reflect your voluntary acceptance and agreement with these terms, please sign and return the enclosed copy of this letter.

Sincerely,
TRM Corporation
By: Title:	/s/ Jeffrey F. Brotman President & CEO

ACKNOWLEDGMENT AND AGREEMENT:

I have read this Agreement and voluntarily enter into this Agreement after careful consideration and the opportunity to review it with financial or legal counsel of my choice.

/s/ Danial J. Tierney Danial J. Tierney

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EX-10.8(D)

Exhibit 10.8(d)

FIFTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

     THIS FIFTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of April 23, 2003 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company, LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).

RECITALS

     A. The Borrower, TRM ATM, Servicer, Lender, Administrative Agent, LiquidityAgent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, datedas of March 17, 2000 (as amended by a First Amendment to Loan and Servicing Agreement,dated as of March 16, 2001, an Omnibus Amendment, dated as of March 16, 2001, a SecondAmendment to Loan and Servicing Agreement, dated as of November 5, 2001, a ThirdAmendment to Loan and Servicing Agreement, dated as of April 23, 2002 and a FourthAmendment to Loan and Servicing Agreement dated as of July 22, 2002, the “Agreement”).

     B. The parties to the Agreement desire to amend the Agreement as hereinafter setforth.

AGREEMENT

          1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

          2. Amendments to Agreement. Effective as of April 23, 2003 is hereby amended as follows:

     2.1 Section 1.01 of the Agreement is hereby amended to replace “$30,000,000” therein with “$50,000,000”.

     2.2 Pursuant to Section 1.04 of the Agreement, the Lender, the Liquidity Agent and the Administration Agent hereby consent to the issuance by the Borrower of one replacement Certificate in the amount of $1,485,000 for delivery to the Lender and one replacement Certificate in the amount of $15,000 for delivery to GSS Holdings, Inc. Each of the Lender and GSS Holdings, Inc. by signing or acknowledging below agrees to acquire such Certificates and pay the purchase price therefor upon the first Borrowing after the date hereof.

     2.3 Pursuant to Section 2.01 of the Agreement, the Borrower shall deliver a replacement Note to the Lender with a maximum principal amount of $48,500,000.

          3. Conditions to Effectiveness. This Amendment shall become effective, as of April 23, 2003, upon receipt by the Liquidity Agent of counterparts of this Amendment, duly executed by all parties hereto.

          4. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to any otherwise applicable principles of conflict of laws.

          7. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

TRM INVENTORY FUNDING TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Michael G. Oller, Jr. Name: Michael G. Oller, Jr. Title: Senior Financial Services Officer
TRM ATM CORPORATION
By:	/s/ Kenneth Lewis Tepper Name: Kenneth Lewis Tepper Title: President & CEO

AUTOBAHN FUNDING COMPANY LLC
By:	DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as its attorney-in-fact
	By:	/s/ Patrick Preece Name: Patrick Preece Title: VP

DZ BANK AG, DEUTSCHE ZENTRAL-
	GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as Administrative Agent and Liquidity Agent
By:	/s/ Patrick Preece Name: Patrick Preece Title: VP
By:	/s/ Dominick Ruggiero Name: Dominick Ruggiero Title: VP
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Toby Robillard Name: Toby Robillard Title: Assistant Vice President

S-1

Acknowledged and Agreed:
GSS HOLDINGS, INC.
By:	/s/ Andrew L. Stidd Name: Andrew L. Stidd Title: President

S-2

EX-10.8(E)

Exhibit 10.8(e)

SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

     THIS SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of May 28, 2003 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company, LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).

RECITALS

     A. The Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, dated as of March 17, 2000 (as amended by a First Amendment to Loan and Servicing Agreement, dated as of March 16, 2001, an Omnibus Amendment, dated as of March 16, 2001, a Second Amendment to Loan and Servicing Agreement, dated as of November 5, 2001, a Third Amendment to Loan and Servicing Agreement, dated as of April 23, 2002, a Fourth Amendment to Loan and Servicing Agreement, dated as of July 22, 2002, and a Fifth Amendment to Loan and Servicing Agreement, dated as of April 23, 2003, the “Agreement”);

     B. The Servicer has informed the parties to the Agreement that two of the insurance providers that are currently providing insurance required by the Agreement do not currently meet the ratings requirements set forth in the Agreement and, in connection therewith, the parties to the Agreement desire to waive the Event of Default caused thereby, for the periods and on the terms set forth herein; and

     C. The parties to the Agreement desire to amend the Agreement as hereinafter set forth.

AGREEMENT

          1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

          2. Amendments to Agreement. Effective as of May 28, 2003, the Agreement shall be amended as follows:

          2.1 Amendment to Section 8.02. Section 8.02 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

     (a) The Servicer shall maintain, or cause to be maintained for Borrower’s account, with respect to the Cash, insurance covering losses resulting from ATM malfunction, theft, fraud, fire, and any other items as may be reasonably requested by the Administrative Agent or the Liquidity Agent in the amounts specified in Schedule II. The Servicer shall cause each such insurance policy (i) to name the Collateral Agent, for the benefit of the Secured Parties, as

the loss payee, (ii) to be issued by a reputable insurance company with claims paying ratings of at least “A” by Standard & Poor’s and at least “A2” by Moody’s and (iii) to provide that it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Collateral Agent.

     (b) The Servicer shall maintain, or cause to be maintained for Borrower’s account, at all times on and after June 16, 2003, in addition to any insurance provided or carried by any Armored Car Carriers, shipper’s risk insurance covering losses of Cash while in the possession of Armored Car Carriers with an aggregate amount of coverage equal to not less than $30,000,000. The Servicer shall cause each such insurance policy (i) to name the Collateral Agent, for the benefit of the Secured Parties, as the loss payee and (ii) to provide that it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Collateral Agent.

     (c) The Servicer shall maintain with respect to Servicer’s officers and directors one or more D&O insurance policies with an aggregate amount of coverage equal to not less than $15,000,000. The Servicer shall cause each such insurance policy (i) to be issued by a reputable insurance company with claims paying ratings of at least “A” by Standard & Poor’s and at least “A2” by Moody’s and (ii) to provide that it may not be cancelled, amended or terminated without at least 30 days prior written notice to Borrower and the Collateral Agent.

     (d) With respect to each insurance policy required by this Section 8.02, the Servicer shall promptly file and shall diligently pursue any claims with respect to the Cash with the applicable insurer, and shall deposit all proceeds received in connection therewith in the Credit Balance Settlement Account within one (1) Business Day of receipt. Upon any failure of the Servicer to take any such actions, the Collateral Agent shall have the right to take any such actions in its place and stead and shall, at the direction of the Administrative Agent, take any such actions in its place and stead, and the Servicer shall cooperate with the Collateral Agent in taking any such action. Within three (3) Business Days of obtaining knowledge of any loss with respect to the Cash which is required to be covered by insurance pursuant to this Agreement, the Servicer shall deposit the full amount of such loss into the Credit Balance Settlement Account. Upon receipt by the Servicer or the Collateral Agent of the proceeds of any claim made with respect to any such loss for which the Servicer has advanced a loss payment pursuant to the preceding sentence, such proceeds shall be paid to the Servicer in reimbursement of its payment and shall not constitute Collections to be distributed in accordance with Section 3.03. Each of the Borrower and the Servicer covenants and agrees not to amend or terminate any such insurance policy without the prior written consent of the Liquidity Agent.

          2.2 Amendment to Appendix A. The definition of “ATM” contained in Appendix A of the Agreement is hereby amended by deleting the reference to “Aal” contained in clause (iii) thereof and replacing it with a reference to “A2.”

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          2.3 Amendment to Schedule II. Schedule II of the Agreement is hereby amended by deleting the phrase “rated “A” or higher by Moody’s” in each place where it appears therein and replacing each such occurrence thereof with the phrase “rated at least “A” by Standard & Poor’s and at least “A2” by Moody’s.”

          3. Conditions to Effectiveness. This Amendment shall become effective, as of May 28, 2003, upon receipt by the Administrative Agent of counterparts of this Amendment, duly executed by all parties hereto.

          4. Waiver. The parties hereto hereby waive, subject to the following sentence, any Event of Default that has resulted, or may result, from non-compliance with the following provisions of the Agreement, as they relate to American & Foreign Insurance and Royal Surplus Lines Insurance, as providers of insurance required by the Agreement (collectively, the “Insurers”), and the insurance policies provided by the Insurers: (i) the requirement set forth in Section 8.02 of the Agreement that the insurance required thereby be issued by an insurance company that has certain specified minimum ratings, (ii) the requirement contained in the definition of “ATM” that each such ATM be insured by an insurance company that maintains a specified claims paying rating and (iii) the requirement contained in Schedule II of the Agreement that additional insurance coverage be issued by an insurance company that has certain specified minimum ratings. Notwithstanding anything contained herein to the contrary, the waiver set forth herein shall be effective only during the period from the effective date hereof until June 30, 2003; provided, that such waiver shall cease to be effective on June 16, 2003, unless the Servicer shall have delivered to the Administrative Agent by such date written evidence in form and substance satisfactory to the Administrative Agent that one or more insurers that meets the requirements of the Agreement (as amended hereby) have committed to provide, by July 1, 2003, insurance policies that will replace the insurance policies provided by the Insurers. The waiver set forth herein shall be limited to its terms and shall not constitute a waiver of any other rights the parties hereto may have from time to time under the Agreement or the other Transaction Documents.

          5. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to any otherwise applicable principles of conflict of laws.

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          8. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, or the Agreements or any provision hereof or thereof.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to he executed by their respective officers thereunto duly authorized, as of the date first above written.

TRM INVENTORY FUNDING TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Charisse L. Rodgers Name: Charisse L. Rodgers Title: Vice President
	TRM ATM CORPORATION
By:	/s/ Kenneth L. Tepper Name: Kenneth L. Tepper Title: President & CEO
AUTOBAHN FUNDING COMPANY LLC
By:	DZ Bank AG, Deutsche Zentral Genossenschaftsbank Frankfurt am Main, as its attorney- in- fact
By:	/s/ Patrick Preece Name: Patrick Preece Title: VP
DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as Administrative Agent and Liquidity Agent
By:	/s/ Patrick Preece Name: Patrick Preece Title: VP
By:	/s/ Richard J. Wisniewski Name: Richard J. Wisniewski
	Title: VP
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Toby Robillard
Name: Toby Robillard
Title: Asst. Vice President

S-1

Acknowledged and Agreed: GSS HOLDINGS, INC.
By:	/s/ Andrew L. Stidd Name: Andrew L. Stidd
	Title: President

S-2

EX-10.8(F)

Exhibit 10.8(f)

SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

     THIS SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of July 21, 2004 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company, LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).

RECITALS

     A. The Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, dated as of March 17, 2000 (as amended by a First Amendment to Loan and Servicing Agreement, dated as of March 16, 2001, an Omnibus Amendment, dated as of March 16, 2001, a Second Amendment to Loan and Servicing Agreement, dated as of November 5, 2001, a Third Amendment to Loan and Servicing Agreement, dated as of April 23, 2002, a Fourth Amendment to Loan and Servicing Agreement, dated as of July 22, 2002, a Fifth Amendment to Loan and Servicing Agreement, dated as of April 23, 2003, and a Sixth Amendment to Loan and Servicing Agreement, dated as of May 28, 2003, the “Agreement”); and

     B. The parties to the Agreement desire to amend the Agreement as hereinafter set forth.

AGREEMENT

          1. Certain Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

          2. Amendments to Agreement. Effective as of July 21, 2004, the Agreement shall be amended as follows:

          2.1 Amendment to Section 1.05. Section 1.05 of the Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it with the following:

     The Borrower covenants and agrees to use all proceeds of the Loans and sale of the Certificates solely to provide Cash to TRM ATM for use by TRM ATM in the ATMs. TRM ATM hereby covenants and agrees that the Borrower shall be the sole and exclusive source of cash for automated teller machines owned, leased or managed by TRM ATM in the United States of America and until the Final Payout Date hereunder it will not permit cash from any other cash provider to be placed in such automated teller machines (including all ATMs); provided that (i) the Borrower shall not be the cash provider for Rejected ATMs, and any Person may permit cash from other cash providers to be placed in Rejected ATMs and (ii) the Borrower shall not be the cash provider for Excepted ATMs and Existing Cash Providers may provide cash for use with respect to the applicable Excepted ATMs. In no event shall any Cash be placed in any Rejected

ATM or any Excepted ATM. TRM ATM hereby appoints the Borrower as its cash provider for all automated teller machines owned, leased or managed by TRM ATM in the United States of America (other than Rejected ATMs and Excepted ATMs), and the Borrower hereby accepts such appointment. At no time shall any funds from other cash providers be placed in any ATM or the ATM Fee Settlement Account, the Credit Balance Settlement Account, any Disbursement Account, any account created pursuant to Section 3.04 or any other account created in connection herewith.

          2.2 Amendment to Section 1.06. Section 1.06 of the Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it with the following:

     In consideration for the Borrower agreeing to provide Cash to TRM ATM for use in the ATMs owned, leased or managed by TRM ATM, TRM ATM agrees to pay to the Borrower in arrears on each Cash Provision Fee Payment Date the Cash Provision Fee which shall have accrued through such date. TRM ATM covenants and agrees that it shall cause all ATM Fees to be deposited by the applicable Processing Agent directly into the ATM Fee Settlement Account.

          2.3 Amendments to Appendix A. (a) The definitions of “ATM” and “Borrowing Base” contained in Appendix A of the Agreement are hereby deleted in their entirety and replaced with the following:

     “ATM” means an automated teller machine owned, leased or managed by TRM ATM which (i) is accessible only to the applicable Transportation Agent; (ii) is connected to a Network and a Processing Agent by means of a Switch; (iii) is insured with respect to losses resulting from malfunction, theft, fraud, fire, and other customary events by a reputable insurance company with a claims paying rating of at least “A” by Standard & Poor’s and “A2” by Moody’s, the proceeds of which are payable to the Collateral Agent; (iv) is located in the United States of America; (v) is, in the case of all automated teller machines managed but not owned or leased by TRM ATM, the subject of an executed Owner Agreement, a copy of which has been delivered to the Administrative Agent and the Liquidity Agent, and (vi) has been approved in writing by the Liquidity Agent; provided, that (a) any automated teller machines that otherwise qualify as ATMs hereunder on April 23, 2002, shall be deemed to have been so approved by the Liquidity Agent and (b) any ATM located on the property of (or in the facilities operated by) a Person on whose property (or in whose facilities) less than 15% of the total number of ATMs are located shall not need to be so approved; and provided, further, that the term “ATM” shall not include (a) any Excepted ATM, or (b) any automated teller machine acquired, placed, leased or managed by TRM ATM after April 23, 2002 (or that did not otherwise qualify as an ATM hereunder on such date), if any of the following are true with respect to such automated teller machine (each, a “Proposed ATM”): (w) Lender (or Administrative Agent on behalf of Lender), following notice from TRM ATM to the Lender and the Administrative Agent of its acquisition, placement, leasing or management (or proposed acquisition, placement, leasing or management) of such automated teller machine, shall have provided TRM ATM notice in writing that it

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does not desire to be the sole and exclusive source of cash for such Proposed ATM; (x) in the case of Proposed ATMs that are subject to the agreement with Exxon Company U.S.A. referenced in Section 7.04(h), such agreement shall not have been amended on terms satisfactory to the Administrative Agent and the Liquidity Agent; or (y) the Proposed ATM is a test or temporary placement on the property of a third Person into which no Cash is to be placed (each such automated teller machine described in clause (w), (x) or (y) above, a “Rejected ATM”).

     “Borrowing Base” means (A) the sum of (i) all Cash stored in the ATMs, (ii) all Cash held by Depository Banks awaiting distribution to Transportation Agents, (iii) all Cash held by Transportation Agents, (iv) all credit balances with respect to the Cash owed from settlement banks which are members of the Networks, and (v) all Cash in the Credit Balance Settlement Account, minus (B) the sum of all Ineligible Assets, minus (C) the sum of all Excess Concentrations.

     (b) Appendix A of the Agreement is hereby amended by adding thereto, in the appropriate alphabetical locations, the following new definitions:

     “Excepted ATM” means any automated teller machine that is acquired by TRM ATM and that is, at the time of such acquisition, subject to an existing written contract pursuant to which a Person other than the Borrower provides cash for use with respect to such automated teller machine; provided that such automated teller machine shall constitute an “Excepted ATM” only until the earlier of (i) the date such contract is, for whatever reason, terminated and (ii) the scheduled maturity of such contract as of the date that TRM ATM acquired such ATM (i.e., without respect to any extension thereto, whether with or without the consent of TRM ATM).

     “Excess Concentrations” means, at any time, the sum of (a) the aggregate of all Cash in excess of $80,000 stored in any single ATM, unless such ATM is in a location where security or other personnel are employed to monitor such ATM 24 hours a day, in which case only Cash stored in any such ATM in excess of $160,000 shall be considered an “Excess Concentration,” (b) in the event that more than 25% of the ATMs are located in or on property owned or operated (directly or indirectly) by a single Person (other than the Pantry Entities) or in facilities owned or operated (directly or indirectly) by the same retailer (other than the Pantry Entities), an amount of Cash equal to the product of (i) the average amount of Cash in all such ATMs and (ii) the number of such ATMs in excess of such 25% level, (c) in the event that more than 75% of the ATMs are located in or on property owned or operated (directly or indirectly) by the Pantry Entities or in facilities owned or operated (directly or indirectly) by the Pantry Entities, an amount of Cash equal to the product of (i) the average amount of Cash in all such ATMs and (ii) the number of such ATMs in excess of such 75% level, (d) in the event that more than 10% of the ATMs have greater than $60,000 in Cash, an amount of Cash equal to the product of (i) the average amount of Cash in all such ATMs and (ii) the number of such ATMs in excess of such 10% level, (e) in the event that more than 2% of the ATMs have greater than $100,000 in Cash, an amount of Cash equal to the product of (i) the average amount of Cash in all such

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ATMs and (ii) the number of such ATMs in excess of such 2% level, and (f) in the event that more than 5% of the ATMs have greater than $60,000 in Cash and are located in a single State, an amount of Cash equal to the product of (i) the average amount of Cash in all such ATMs and (ii) the number of such ATMs in excess of such 5% level.

     “Existing Cash Provider” means each Person that provides cash for use with respect to Excepted ATMs pursuant to any written contract in effect on the date TRM ATM acquired such Excepted ATM.

     “Ineligible Assets” means, at any time: (a) any ATM Fees, (b) any Cash stored in ATMs located outside of the United States or any Cash otherwise located outside of the United States, (c) any Cash in the possession of any Person with regard to which an Event of Bankruptcy has occurred, (d) any Cash stored in an ATM that is located on the property of a Person with regard to which an Event of Bankruptcy has occurred, (e) any Cash with respect to which the Borrower is not the sole and exclusive source thereof under this Agreement, (f) any Cash, if any, stored in any ATM in which any cash from any cash provider other than the Borrower is stored and (g) any credit balances with respect to the Cash owed from settlement banks that are more than two (2) days past due.

     “Owner Agreement” means an agreement among TRM ATM and the owner of an automated teller machine managed by TRM ATM, and acknowledged and agreed to by the Collateral Agent and Borrower, which agreement shall be substantially in the form of Schedule III hereto or such other form as may be agreed to by the Borrower, the Servicer, the Lender, the Administrative Agent, the Liquidity Agent and the Collateral Agent.

     “Pantry Entities” means the retail stores operating under the name “The Pantry,” together with the owners and operators thereof.

          2.4 Amendment to Schedules. (a) Schedule II attached to the Agreement is hereby deleted in its entirely and replaced with the Schedule II attached hereto.

          (b) The Agreement is hereby amended by adding the Schedule III attached hereto as a new Schedule III thereto.

          2.5 Amendment to Exhibit 8.03(i). The form of servicing report that is attached to the Agreement as Exhibit 8.03(i) is hereby deleted in its entirety and replaced with the form of servicing report that is attached hereto as Exhibit 8.03(i).

          3. Conditions to Effectiveness. This Amendment shall become effective, as of July 21, 2004, upon receipt by the Administrative Agent of counterparts of this Amendment, duly executed by all parties hereto.

          4. Representations and Warranties. Each of the Borrower, TRM ATM and Servicer represents and warrants to the other parties hereto that (a) each of the representations and warranties of such Person set forth in the Agreement is true and correct as of the date of the execution and delivery of this Amendment by such Person, with the same effect as if made on such date, (b) the execution and delivery by such Person of this Amendment and the performance by such Person of its obligations under the Agreement, as amended hereby (as so amended, the

4

“Amended Agreement”), (i) are within the powers of such Person, (ii) have been duly authorized by all necessary action on the part of such Person, (iii) have received all necessary governmental approval and (iv) do not and will not contravene or conflict with (A) any provision of law or the certificate of incorporation or by-laws or other organizational documents of such Person or (B) any agreement, judgment, injunction, order, decree or other instrument binding on such Person and (c) the Amended Agreement is the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms.

          5. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to any otherwise applicable principles of conflict of laws.

          8. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to he executed by their respective officers thereunto duly authorized, as of the date first above written.

TRM INVENTORY FUNDING TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ W. Thomas Morris, II
	Name: W. Thomas Morris, II
	Title: Senior Financial Services Officer
TRM ATM CORPORATION
By:	/s/ Daniel E. O’Brien
	Name: Daniel E. O’Brien
	Title: Senior Vice President, Financial Services
AUTOBAHN FUNDING COMPANY LLC
By:	DZ Bank AG, Deutsche Zentral Genossenschaftsbank Frankfurt am Main, as its attorney- in- fact
By:	/s/ Dominick Ruggiero
	Name: Dominick Ruggiero
	Title: VP
DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as Administrative Agent and Liquidity Agent
By:	/s/ Patrick Preece
	Name: Patrick Preece
	Title: VP
By:	/s/ Dominick Ruggiero
	Name: Dominick Ruggiero
	Title: VP
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Toby Robillard
	Name: Toby Robillard
	Title: Assistant Vice President

S-1

Acknowledged and Agreed: GSS HOLDINGS, INC.
By:	/s/ Andrew L. Stidd
	Name:	Andrew L. Stidd
	Title:	President

S-2

Schedule List ⁽¹⁾

Schedule II Insurance Requirements

Schedule III Owner Agreement

Exhibit 8.03(i) Form of Servicing Report

⁽¹⁾ Pursuant to Regulation S-K Item 601(b)(2), the Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

EX-10.8(I)

Exhibit 10.8(i)

TENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

     THIS TENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of July 21, 2005 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).

RECITALS

     A. Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, dated as of March 17, 2000 (as amended by a First Amendment to Loan and Servicing Agreement, dated as of March 16, 2001, an Omnibus Amendment, dated as of March 16, 2001, a Second Amendment to Loan and Servicing Agreement, dated as of November 5, 2001, a Third Amendment to Loan and Servicing Agreement, dated as of April 23, 2002, a Fourth Amendment to Loan and Servicing Agreement, dated as of July 22, 2002, a Fifth Amendment to Loan and Servicing Agreement, dated as of April 23, 2003, a Sixth Amendment to Loan and Servicing Agreement, dated as of May 28, 2003, a Seventh Amendment to Loan and Servicing Agreement, dated as of My 21, 2004, an Eighth Amendment to Loan and Servicing Agreement, dated as of November 19, 2004, and a Ninth Amendment to Loan and Servicing Agreement, dated as of March 30, 2005, the “Agreement”); and

     B. The parties to the Agreement desire to amend the Agreement as hereinafter set forth.

AGREEMENT

          0. Certain Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

          0. Amendments to Agreement. Effective as of Effective Date (as defined in Section 3 below), the Agreement shall be amended as follows:

     2.1 The definition of “Excess Concentrations” in Appendix A to the Agreement is hereby amended to replace the existing clauses (a), (c) and (d) thereof with the following:

     (a) the aggregate of all Cash stored in any single ATM in excess of the lesser of (A) the applicable insurance coverage with respect to the Cash stored in such ATM and (B) $80,000 (provided that if (I) such ATM is in a location where security or other personnel are employed to monitor such ATM 24 hours a day, the limit specified in clause (B) shall be $160,000 or (II) such ATM is located in a casino, the limit specified in clause (B) shall be $300,000), ... (c) in the event that more than 50% of the ATMs are

located in or on property owned or operated (directly or indirectly) by the Pantry Entities or in facilities owned or operated (directly or indirectly) by the Pantry Entities, an amount of Cash equal to the product of (i) the average amount of Cash in all such ATMs and (ii) the number of such ATMs in excess of such 50% level, (d) in the event that more than 35% of the ATMs are located in or on property owned or operated (directly or indirectly) by the Cumberland Entities or in facilities owned or operated (directly or indirectly) by the Cumberland Entities, an amount of Cash equal to the product of (i) the average amount of Cash in all such ATMs and (ii) the number of such ATMs in excess of such 35% level,

     2.2 On or prior to August 15, 2005, the Servicer shall provide the Administrative Agent evidence of insurance (i) in form and substance reasonably acceptable to the Administrative Agent, (ii) with aggregate coverage in an amount equal to $10 million and (iii) not covering losses occurring in countries other than the U.S. Any failure to so provide such evidence within such period shall constitute an Event of Default under the Loan Agreement.

          0. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) when the Administrative Agent shall have received counterparts of this Amendment, duly executed by all parties hereto.

          0. Representations and Warranties. Each of the Borrower, TRM ATM and Servicer represents and warrants to the other parties hereto that (a) each of the representations and warranties of such Person set forth in the Agreement is true and correct as of the date of the execution and delivery of this Amendment by such Person, with the same effect as if made on such date (provided that representations and warranties with respect to insurance compliance shall be deemed satisfied if the evidence of insurance described in Section 2.2 above is provided by the date specified therein), (b) the execution and delivery by such Person of this Amendment and the performance by such Person of its obligations under the Agreement, as amended hereby (as so amended, the “Amended Agreement”), (i) are within the powers of such Person, (ii) have been duly authorized by all necessary action on the part of such Person, (iii) have received all necessary governmental approval and (iv) do not and will not contravene or conflict with (A) any provision of law or the certificate of incorporation or by-laws or other organizational documents of such Person or (B) any agreement, judgment, injunction, order, decree or other instrument binding on such Person and (c) the Amended Agreement is the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms.

          0. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

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          0. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          0. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to any otherwise applicable principles of conflict of laws.

          0. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

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     IN WITNESS WHEREOF, the parties have caused this Amendment to he executed by their respective officers thereunto duly authorized, as of the date first above written.

TRM INVENTORY FUNDING TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Michael G. Oller, Jr.
	Name: Michael G. Oller, Jr.
	Title: Senior Financial Services Officer
TRM ATM CORPORATION
By:	/s/ Thomas W. Mann
	Name: Thomas W. Mann
	Title: Chief Operating Officer
AUTOBAHN FUNDING COMPANY LLC
By:	DZ Bank AG, Deutsche Zentral Genossenschaftsbank Frankfurt am Main, as its attorney-in-fact
By:	/s/ Dominick Ruggiero
	Name: Dominick Ruggiero
	Title: Vice President
By:	/s/ Mark Parsa
	Name: Mark Parsa
	Title: Vice President
DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as Administrative Agent and Liquidity Agent
By:	/s/ Dominick Ruggiero
	Name: Dominick Ruggiero
	Title: Vice President
By:	/s/ Mark Parsa
	Name: Mark Parsa
	Title: Vice President

S-1

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Toby Robillard
	Name:	Toby Robillard
	Title:	Assistant Vice President

S-2

EX-10.8(K)

Exhibit 10.8(k)

ELEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

     THIS ELEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of June 1, 2006 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company LLC (“Lender”), DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).

RECITALS

     A. Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, dated as of March 17, 2000 (as amended, the “Agreement”); and

     B. The parties to the Agreement desire to amend the Agreement as hereinafter set forth.

AGREEMENT

          1. Certain Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

          2. Amendments to Agreement. Effective as of Effective Date (as defined in Section 3 below), the Agreement shall be amended as follows:

     2.1 Section 1.06 of the Agreement is hereby amended to add the following sentence to the end of such Section 1.06:

The Borrower, the Collateral Agent, the Administrative Agent and the Lender acknowledge and agree that any ATM Fees and all proceeds thereof withdrawn or transferred by or on behalf of TRM ATM from the ATM Fee Settlement Account in accordance with the provisions of this Agreement and any ATM Fees and all proceeds thereof released to TRM ATM by the Collateral Agent from the ATM Fee Settlement Account following the occurrence of an Event of Default or Servicer Event of Default shall be automatically released from the security interest granted by TRM ATM in such ATM Fees and all proceeds thereof upon such withdrawal, transfer or release, as applicable. The Collateral Agent, Administrative Agent and Lender acknowledge that (i) notwithstanding any deposit of ATM Fees into the ATM Fee Settlement Account (which is held in the name of the Collateral Agent), TRM ATM shall retain ownership of such ATM Fees until such ATM Fees are applied in accordance with this Agreement, and (ii) TRM ATM has informed them that it has granted a subordinated Lien in its right, title and interest in the ATM Fees to

Wells Fargo Foothill, Inc., as agent (“Wells”) as permitted by Section 7.04(d), including all rights of TRM ATM under this Agreement with respect to such ATM Fees.

          3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) when the Administrative Agent shall have received counterparts of this Amendment, duly executed by all parties hereto.

          4. Representations and Warranties. Each of the Borrower, TRM ATM and Servicer represents and warrants to the other parties hereto that (a) each of the representations and warranties of such Person set forth in the Agreement is true and correct as of the date of the execution and delivery of this Amendment by such Person, with the same effect as if made on such date, (b) the execution and delivery by such Person of this Amendment and the performance by such Person of its obligations under the Agreement, as amended hereby (as so amended, the“ Amended Agreement”), (i) are within the powers of such Person, (ii) have been duly authorized by all necessary action on the part of such Person, (iii) have received all necessary governmental approval and (iv) do not and will not contravene or conflict with (A) any provision of law or the certificate of incorporation or by-laws or other organizational documents of such Person or (B) any agreement, judgment, injunction, order, decree or other instrument binding on such Person and (c) the Amended Agreement is the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms.

          5. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement, ” “hereof, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to any otherwise applicable principles of conflict of laws.

          8. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, theAgreement or any provision hereof or thereof.

2

     IN WITNESS WHEREOF, the parties have caused this Amendment to he executed by their respective officers thereunto duly authorized, as of the date first above written.

TRM INVENTORY FUNDING TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Christopher J. Slaybaugh
	Name:	Christopher J. Slaybaugh
	Title:	Senior Financial Services Officer
TRM ATM CORPORATION
By:	/s/ Daniel E. O’Brien
	Name:	Daniel E. O’Brien
	Title:	Chief Financial Officer
AUTOBAHN FUNDING COMPANY LLC
By:	DZ Bank AG, Deutsche Zentral Genossenschaftsbank Frankfurt am Main, as its attorney- in- fact
By:	/s/ Sandeep Srinath
	Name:	Sandeep Srinath
	Title:	Vice President
By:	/s/ Christian Haesslein
	Name:	Christian Haesslein
	Title:	Assistant Vice President
DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as Administrative Agent and Liquidity Agent
By:	/s/ Sandeep Srinath
	Name:	Sandeep Srinath
	Title:	Vice President
By:	/s/ Christian Haesslein
	Name:	Christian Haesslein
	Title:	Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Toby Robillard
	Name:	Toby Robillard
	Title:	Assistant Vice President

EX-10.8(M)

Exhibit 10.8(m)

THIRTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

     THIS THIRTEENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of January 31, 2007 (this “Amendment”), is entered into among TRM Inventory Funding Trust (“Borrower”), TRM ATM Corporation, in its individual capacity (“TRM ATM”) and as Servicer (in such capacity, “Servicer”), Autobahn Funding Company LLC (“Lender”), DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as Administrative Agent (in such capacity, “Administrative Agent”) and as Liquidity Agent (in such capacity “Liquidity Agent”), and U.S. Bank National Association, as Collateral Agent (“Collateral Agent”).

RECITALS

     A. Borrower, TRM ATM, Servicer, Lender, Administrative Agent, Liquidity Agent and Collateral Agent are each a party to that certain Loan and Servicing Agreement, dated as of March 17, 2000 (as amended, the “Agreement”); and

     B. The parties to the Agreement desire to amend the Agreement as hereinafter set forth.

AGREEMENT

          1. Certain Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

          2. Amendments to Agreement. Effective as of Effective Date (as defined in Section 3 below), the Agreement shall be amended as follows:

     2.1 Appendix A to the Agreement is hereby amended to extend the “Maturity Date” to April 23, 2012.

     2.2 Effective April 23, 2007, the Facility Limit is reduced to $100,000,000.

     2.3 Section 2.06 to the Agreement is hereby deleted in its entirety.

          3. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Effective Date”) when the Administrative Agent shall have received counterparts of this Amendment, duly executed by all parties hereto.

          4. Representations and Warranties. Each of the Borrower, TRM ATM and Servicer represents and warrants to the other parties hereto that (a) each of the representations and warranties of such Person set forth in the Agreement is true and correct as of the date of the execution and delivery of this Amendment by such Person, with the same effect as if made on such date, (b) the execution and delivery by such Person of this Amendment and the performance by such Person of its obligations under the Agreement, as amended hereby (as so amended, the “Amended Agreement”), (i) are within the powers of such Person, (ii) have been duly authorized by all necessary action on the part of such Person, (iii) have received all necessary governmental

approval and (iv) do not and will not contravene or conflict with (A) any provision of law or the certificate of incorporation or by-laws or other organizational documents of such Person or (B) any agreement, judgment, injunction, order, decree or other instrument binding on such Person and (c) the Amended Agreement is the legal, valid and binding obligation of such Person enforceable against such Person in accordance with its terms.

          5. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement to “this Agreement,” “hereof, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

          6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to any otherwise applicable principles of conflict of laws.

          8. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

2

     IN WITNESS WHEREOF, the parties have caused this Amendment to he executed by their respective officers thereunto duly authorized, as of the date first above written.

TRM INVENTORY FUNDING TRUST
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Michael G. Oller, Jr.
	Name:	Michael G. Oller, Jr.
	Title:	Senior Financial Services Officer
TRM ATM CORPORATION
By:	/s/ Daniel E. O’Brien
	Name:	Daniel E. O’Brien
	Title:	Chief Financial Officer
AUTOBAHN FUNDING COMPANY LLC
By:	DZ Bank AG, Deutsche Zentral Genossenschaftsbank Frankfurt am Main, as its attorney- in- fact
By:	/s/ Daniel Marino
	Name:	Daniel Marino
	Title:	First Vice President
By:	/s/ Christian Haesslein
	Name:	Christian Haesslein
	Title:	Assistant Vice President
DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, as Administrative Agent and Liquidity Agent
By:	/s/ Daniel Marino
	Name:	Daniel Marino
	Title:	First Vice President
By:	/s/ Christian Haesslein
	Name:	Christian Haesslein
	Title:	Assistant Vice President

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Toby Robillard
	Name:	Toby Robillard
	Title:	Assistant Vice President

EX-21.1

Exhibit 21.1

Subsidiaries of TRM Corporation (formerly TRM Copy Centers Corporation)

	State or Place
Subsidiary	of Incorporation
TRM Copy Centers (USA) Corporation	Oregon
TRM (Canada) Corporation 1	Canada
FPC France Ltd. 1	Oregon
TRM ATM Corporation	Oregon
S-3 Corporation 1	Delaware
Strategic Software Solutions Limited 1	U.K.
Access Cash International LLC 1	Delaware
TRM Services Limited	U.K.

¹ TRM (Canada) Corporation and FPC France Ltd. are subsidiaries of TRM Copy Centers (USA) Corporation. S-3 Corporation and Access Cash International LLC are subsidiaries of TRM ATM Corporation. Strategic Software Solutions is a subsidiary of S-3 Corporation.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14a AND 15d-14a
OF THE SECURITIES AND EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Jeffrey F. Brotman, certify that:

1.	I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2006 of TRM Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 23, 2007	By:	/s/ Jeffrey F. Brotman
		Jeffrey F. Brotman
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14a AND 15d-14a
OF THE SECURITIES AND EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Daniel E. O’Brien, certify that:

1.	I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2006 of TRM Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 23, 2007	By:	/s/ Daniel E. O’Brien
		Daniel E. O’Brien
		Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO RULES 13a-14a AND 15d-14a
OF THE SECURITIES AND EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Jon S. Pitcher, certify that:

1.	I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2006 of TRM Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 23, 2007	By:	/s/ Jon S. Pitcher
		Jon S. Pitcher
		Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF TRM CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

          Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jeffrey F. Brotman, Chief Executive Officer of TRM Corporation (the “Company”), hereby certify that the accompanying Annual Report of the Company on Form 10-K for the year ended December 31, 2006 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 23, 2007	/s/ Jeffrey F. Brotman
	Jeffrey F. Brotman
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF TRM CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

          Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Daniel E. O’Brien, Chief Financial Officer of TRM Corporation (the “Company”), hereby certify that the accompanying Annual Report of the Company on Form 10-K for the year ended December 31, 2006 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 23, 2007	/s/ Daniel E. O’Brien
	Daniel E. O’Brien
	Chief Financial Officer

EX-32.3

Exhibit 32.3

CERTIFICATION OF
PRINCIPAL ACCOUNTING OFFICER
OF TRM CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

          Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jon S. Pitcher, Principal Accounting Officer of TRM Corporation (the “Company”), hereby certify that the accompanying Annual Report of the Company on Form 10-K for the year ended December 31, 2006 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 23, 2007	/s/ Jon S. Pitcher
	Jon S. Pitcher
	Principal Accounting Officer