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, 2008

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 of incorporation or organization)	(I.R.S. Employer Identification No.)

1101 Kings Highway N,
Suite G100
Cherry Hill, NJ 08034
(Address of principal executive offices) (Zip Code)

12402 N. E. 122^nd Avenue
Portland, OR 97230
(Former address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (856) 414-9100

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 þ No o

     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, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company þ

     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, 2008 the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was $4,442,555.

     As of March 18, 2009 the number of shares of the registrant’s Common Stock outstanding was 21,485,619.

Documents incorporated by reference: None

TRM CORPORATION
TABLE OF CONTENTS

ITEM	PAGE
NO.	NO.
ITEM 1. BUSINESS		1
ITEM 1A. RISK FACTORS		5
ITEM 1B. UNRESOLVED STAFF COMMENTS		9
ITEM 2. PROPERTIES		9
ITEM 3. LEGAL PROCEEDINGS		9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		9
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		10
ITEM 6. SELECTED FINANCIAL DATA		11
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		62
ITEM 9A. CONTROLS AND PROCEDURES		62
ITEM 9B. OTHER INFORMATION		63
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		64
ITEM 11. EXECUTIVE COMPENSATION		64
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		64
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		64
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		64
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		65
EX-10.1(A)
EX-10.5(A)
EX-10.5(B)
EX-10.5(C)
EX-10.5(D)
EX-10.6(A)
EX-10.6(B)
EX-10.6(C)
EX-21
EX-23.1
EX-23.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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, or SEC. We also make available free of charge through our website at www.accesstomoney.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 independent sales organization, or ISO, servicing businesses in the operation 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. From 1999 to 2004, 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 (“eFunds”). As a result of financial difficulties that we encountered beginning in 2005, in 2006 we determined it necessary 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, our United States photocopy business in January 2007 and our Canadian photocopy business in June 2007. In April 2008, we acquired LJR Consulting Corp., d.b.a. Access to Money (“Access to Money”), which was a large independently-owned ATM company. This acquisition added 4,200 ATMs to our portfolio and brought with it a service infrastructure that we can continue to build upon. Currently, we operate ATMs in the United States. During December 2008, our United States ATM networks had 11,522 transacting ATMs.

     We locate our ATMs in high traffic retail environments through national merchants such as The Pantry and Cumberland Farms, and through regional and locally-owned supermarkets, convenience and other stores. In addition to providing our merchant customers with supplemental revenues from transaction fees, we believe that the presence of ATMs 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. 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.

Industry Segments and Geographical Information

     Since the sale of our photocopier businesses and our foreign ATM businesses, we have only one operating segment — ATM operations in the United States.

Products and Services

     We deploy ATMs under two programs:

• Company-owned program. Under this program there are three basic formats under which an ATM is operated:

• We own the ATM and are responsible for all of the operating expenses including maintenance, cash management and loading, supplies, signage and telecommunication services.

• We own the ATM and are responsible for all operational aspects of the unit except for cash management and loading.

• The merchant owns the ATM and we are responsible for all operational aspects of the unit.

• Merchant-owned program. Under a merchant-owned arrangement, the merchant typically buys the ATM through us and is responsible for most of the operating expenses, such as maintenance, cash management, supplies, and telecommunication services. We typically provide access to 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.

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     In December 2008 we had 2,338 ATMs operating under the programs for which we were responsible for cash management and 9,184 ATMs for which merchants were responsible for cash management.

     We attempt to place ATMs in our company-owned program 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 machine 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, and dispense coupons. 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.

Sales and Marketing

     We maintain sales and marketing capability in the United States. Our sales and marketing staff consists of four 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, Hyosung America, Inc., and Tranax Technologies, Inc. We have previously purchased ATMs 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 Hyosung American, Inc., NCR Corporation, and Tranax Technologies, Inc. are 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.

     Master Services Agreement. In connection with the acquisition of the eFunds Corporation ATM business in November 2004, we entered into a Master Services Agreement with eFunds, which we call the MSA. Through this agreement, we 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. In May 2008, we entered into a Processing Services Agreement with eFunds to terminate the MSA. In connection with

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the termination of that agreement, we agreed to pay eFunds $2.5 million for the settlement of disputed charges, transition services and the early termination of the agreement.

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 terminated our staff of field service technicians, and entered into contracts with third parties to service our ATMs.

Seasonality

     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

     We have contracts with national and regional merchants and with numerous independent store operators. ATMs at The Pantry locations accounted for approximately 25.0% and 18.8 % of our United States ATM net sales in 2007 and 2008, respectively. ATMs at Cumberland Farms locations accounted for approximately 11.0% and 8.2% of our United States ATM net sales in 2007 and 2008, respectively.

     The terms of our contracts vary as a result of negotiations at the time of execution. 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;

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

• 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.

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 Innovus, Inc., Global Axcess Corp., International Merchant Services, Inc., Cardtronics, Inc., ATM Express, Inc., and PAI ATM Services 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 could emerge and potentially acquire significant market share.

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Government and Industry Regulation

     Our ATM business is subject to government and industry regulations which are subject to change. 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 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 could 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. The Electronic Fund Transfer Act, commonly known as Regulation E, is the major source of EFT network regulations. The regulations promulgated under Regulation E establish the basic rights, liabilities, and responsibilities of consumers who use electronic fund transfer services and of financial institutions that offer these services. The services covered include, among other services, ATM transactions. Generally, Regulation E requires us to provide notice of the fee to be charged the consumer, establish limits on the consumer’s liability for unauthorized use of his card, provide receipts to the consumer, and establish protest procedures for the consumer. We believe that we are in material compliance with these regulations 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. As of December 31, 2008, all our owned ATMs in the United States were compliant with EPP and Triple DES and all our merchant-owned ATMs actively operating also met the required standards.

     Rehabilitation Act. On December 1, 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 December 1, 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.

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Trademarks

     Most of our ATM locations are identified by distinctive yellow, green and black trapezoidal signs bearing “TRM ATM^(TM),” “Got Cash?”, and “TRM Cash Machine^(TM).” 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. Access to Money claims common law trademark rights in the names “Access to Money”, “Access to Money We’ll Show you the Money”, “Acce$$ to Money”, “Acce$$ to Money We’ll Show you the Money” and its logo, in connection with the goods of automated teller machines, namely, electronic currency dispensing apparatus for installation in retail environments other than banks, and instruction manuals sold as a unit therewith. We consider our business name and brands to be important to our business.

Employees

     As of December 31, 2008, we had 61 employees working in 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.

ITEM 1A. RISK FACTORS

Risks Related to Our Business Generally

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

     The agreements that are in effect with respect to the remaining debt include a number of covenants that, among other things, restrict our ability to:

• 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;

• create, incur, assume or permit any liens on any asset;

• make loans and investments;

• 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 require our operations to produce minimum quarterly, six, nine, and twelve month fiscal period EBITDA amounts (as defined in the agreements) and that we maintain a certain level of minimum liquidity.

     A failure to comply with the covenants under our credit agreements could result in an event of default. In the event of a default under our credit agreements, 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.

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

     Our operating results depend on both transaction volume and the amount of the transaction fees we receive from our ATM network. Our transaction volume and fees 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.

     If our transaction volume or the level of transaction fees we receive decrease, our sales could decline, which would impact our operating results.

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 material reduction in our ATM sales.

Changes in technology standards may cause us to incur substantial expense in upgrading or replacing our ATMs and could reduce use of ATMs and reduce our sales.

     New technology in the ATM industry 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 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 networks that could employ 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 a significant degree, which could impact our operating results.

     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 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 any applicable ADA guidelines by any

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established 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 ATM market is highly competitive, which could limit our growth or reduce our sales.

     Persons seeking ATM services have numerous choices. These choices include ATMs offered by banks or other financial institutions and ATMs offered by ISOs such as ours. Some of our competitors offer services directly comparable to ours while others 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. The occurrence of any of these factors could limit our growth or reduce our 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 party service providers 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 which will decrease our transaction volume and adversely affect our ability to become profitable. Additionally if our third-party service providers fail to service our ATMs, our reputation and ability to grow may be impaired.

Increases in interest rates will increase our expenses.

     We have a cash provisioning agreement that has a variable interest rate formula. 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 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. Any limitation on our ability to charge withdrawal fees in areas where we have a concentration of ATMs could reduce our ATM sales and reduce the incentive that merchants 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 devices 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 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.

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

     Recent concerns expressed 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.

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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.

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 could lose access to vault cash used to fill our placement ATMs under a cash provisioning agreement.

     We obtain the cash, which we call vault cash, to fill our company-owned ATMs in the United States through a cash provisioning agreement with ELAN Financial Services. If our cash provisioning agreement terminates, we may be unable to obtain cash from alternative sources on acceptable terms or at all. If we do not have access to vault cash for our company-owned ATMs we will have to suspend our operations with respect to these ATMs, our results of operations will be reduced and the value of our shareholders’ investments will decrease.

Risks Relating to Our Common Stock

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 our shareholders’ investments. 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.

     Our stock could be removed from the Pink Sheets electronic quotation service through which broker-dealers can make markets and enter orders to buy and sell shares of our stock. Our securities are not technically listed on the Pink Sheets so it is not possible for our stock to be delisted. However, if all market makers stop quoting our stock it could be removed from the service and impede shareholders and investors from buying and selling the shares. Our

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stock is also on Bulletin Board quotation services by FINRA. To remain on this service we need to maintain our SEC reporting status. If we encounter regulatory issues with the SEC we could be removed from both quotation services and impede shareholders and investors from buying and selling shares of our stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

     None

ITEM 2. PROPERTIES

     Our principal office is located at 1101 Kings Highway N, Suite G100, Cherry Hill, New Jersey 08034. We currently lease approximately 20,572 square feet in Portland and sublease 18,072 square feet of that space to other tenants. The lease runs until 2010, with an option for an additional five-year term. We leased 3,100 square feet of office space in Philadelphia, Pennsylvania for use as executive offices under a month-to-month rental agreement until March 31, 2008. Effective March 1, 2008, we entered into a 38-month lease for 3,000 square feet of office space in Cherry Hill, New Jersey for use as executive office space. Effective July 1, 2008, we entered into a 60-month lease for 14,289 square feet of office and warehouse space in Whippany, New Jersey. We vacated most of our warehouse space and storage units during 2007 and continue to be obligated under leases that expire in 2010 for approximately 7,230 square feet of warehouse space at two locations. 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

     We are a defendant in one action that has arisen in the normal course of business. We believe that the ultimate disposition of this matter is immaterial to our business.

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 2008.

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PART II

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

NASDAQ Delisting

     On September 12, 2007, we were notified by NASDAQ that our common stock was subject to delisting from the NASDAQ Global Market because we were not in compliance with the Minimum Bid Price Rule because the bid price per share of our common stock closed below $1.00 per share for 30 consecutive business days. We were provided with 180 calendar days, or until March 10, 2008, to regain compliance with the Minimum Bid Price Rule. However, we were not able to do so. On March 12, 2008, we announced that we had failed to comply with NASDAQ’s minimum bid price requirement and as a result, no longer met the requirements for continued listing on the NASDAQ Global Market. We received an additional NASDAQ Staff Determination Letter dated March 19, 2008, stating that our shares would be delisted from the NASDAQ Global Market as a result of our failure to satisfy the minimum stock price requirement of the NASDAQ Global Market as set forth in Marketplace Rule 4450(a).

     NASDAQ’s staff notified us that, unless we requested an appeal of the delisting determination, NASDAQ would suspend trading of our common stock at the opening of business on March 28, 2008, and our common stock would subsequently be delisted. We requested a hearing to appeal the Staff’s determination however, due to the close proximity in timing to our transaction to acquire Access to Money we decided to withdraw our request for a hearing and have our shares delisted from the NASDAQ Global Market. Effective April 24, 2008, our common stock was delisted from the NASDAQ Global Market, and is no longer traded on that market. Since April 24, 2008, our stock has been quoted on the Pink Sheets LLC, an electronic quotation service through which participating broker-dealers can make markets and enter orders to buy and sell shares of companies. As a consequence of the delisting, the ability of a stockholder to sell our common stock and the price obtainable for our common stock may be materially impaired. Even if we regain compliance with the minimum stock price requirement and seek to be relisted, we cannot be certain that NASDAQ will approve any application we may make for relisting or that any other exchange will approve our common stock for listing. See Item 1A, “Risk Factors — Risks Relating to Our Common Stock — The delisting of our common stock from the NASDAQ Global Market may result in impairment of the price at which our common stock trades and the liquidity of the market for it.”

Market Price Range

     The following table sets forth the high and low bid prices as reported by the NASDAQ Global Market and the Pink Sheets during the past two years.

	High		Low
2008
4th Quarter	$	0.20	$	0.08
3rd Quarter	$	0.34	$	0.14
2nd Quarter	$	0.70	$	0.20
1st Quarter	$	0.85	$	0.20
2007
4th Quarter	$	1.00	$	0.30
3rd Quarter	$	1.45	$	0.75
2nd Quarter	$	2.94	$	1.00
1st Quarter	$	3.54	$	1.82

     As of March 18, 2009, there were 21,485,619 shares of common stock outstanding held by 186 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 agreements 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.

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     Our ability to pay cash dividends on our common stock is subject to restrictions imposed by our credit agreements which prohibit us from paying cash dividends on our common stock without our lenders’ consent.

Securities Authorized for Issuance under Equity Compensation Plans

					Number of common shares
	Number of common shares to		Weighted-average		remaining available for future
	be issued upon exercise of		exercise price of		issuance under equity
	outstanding options, warrants		outstanding options,		compensation plans (excluding
	and rights		warrants and rights		shares reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders:
1996 Restated Stock Incentive Plan (“1996 Plan”):
Restricted stock awards		585,000
Options		178,500	$	4.11
Total 1996 Plan		763,500				—
Omnibus Stock Incentive Plan (“2005 Plan”):
Restricted stock award		825,000
Options		180,000	$	0.28
Total 2005 Plan		1,005,000				160,995
Equity compensation plans not approved by security holders:
2001 Nonqualified Stock Option Plan		15,000	$	12.12		—
Total		1,783,500				160,995

ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth selected financial data derived from our consolidated financial statements. This data should be read in conjunction with the financial statements, related notes and other financial information included elsewhere in this report. The December 31, 2004 and 2005 financial statements are not included in this report.

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Selected Financial Data
Years ended December 31, 2004 — 2008
(In thousands, except per share and other operating data)

	2004			2005			2006			2007			2008
Sales	$	31,725		$	125,874		$	107,656		$	90,386		$	88,613
Sales commissions		(12,826	)		(76,673	)		(65,576	)		(56,711	)		(56,744	)
Net sales		18,899			49,201			42,080			33,675			31,869
Operating loss		(5,239	)		(9,646	)		(55,823	)		(8,510	)		(21,161	)
Loss from continuing operations		(3,490	)		(5,872	)		(53,566	)		(13,726	)		(26,135	)
Income (loss) from discontinued operations		11,418			(2,999	)		(66,525	)		5,299			—
Net income (loss)		7,928			(8,871	)		(120,091	)		(8,427	)		(26,135	)
Preferred stock dividends		(1,329	)		(147	)		—			—			—
Loss from continuing operations available to common stockholders		(5,787	)		(6,019	)		(53,566	)		(13,726	)		(26,135	)
Basic and diluted loss per share from continuing operations		(.63	)		(.41	)		(3.14	)		(.80	)		(1.29	)
Balance Sheet Data:
Working capital (deficit)		(9,203	)		(89,172	)		(2,619	)		(2,389	)		(4,217	)
Total assets		359,482			341,782			226,444			94,289			32,667
Long-term debt (excluding current portion)		196,167			1,066			—			5,301			18,890
Preferred stock		11,620			—			—			—			—
Shareholders’ equity		111,712			139,926			25,693			13,160			(3,218	)
Other Operating Data (unaudited):
Average number of transacting ATMs		3,011			14,530			12,378			10,253			10,840

Notes regarding comparability of information:

     1. 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.

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

     3. During the third quarter of 2006 we recorded a non-cash charges of $96.1 million for the impairment of certain assets, of which $43.3 million is included in continuing operations and $52.8 million is included in discontinued operations.

     4. In June 2006 we sold our United Kingdom photocopier business.

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

     6. In April 2008 we acquired the ATM business of Access to Money. During the fourth quarter of 2008 we recorded a non-cash charge of $19.8 million for the impairment of goodwill.

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, 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 future events. These statements can be

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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

     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 are now reported as discontinued operations. Since January 2007 we have operated ATMs only in the United States.

     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.

     We acquired eFunds’ ATM business in November 2004. As a result, our United States ATM net sales increased from $18.9 million in 2004 to $49.2 million in 2005. In 2006 our net sales decreased to $42.1 million, primarily as a result of attrition of ATM contracts acquired in the acquisition of eFunds’ 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 GSO Origination Funding Partners LP, Wells Fargo Foothill, 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 repaid all but $2.0 million of our principal and accrued interest under the credit facility.

     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

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and Canada and our United States photocopy business. In June 2007 we sold our Canadian photocopy business. Our remaining business operates ATMs in the United States. During 2008 our United States ATM networks had an average of 10,840 transacting ATMs.

     On April 18, 2008, we borrowed $11.0 million pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with LC Capital Master Fund, Ltd. as lender (the “Lender”) and Lampe, Conway & Co., LLC as administrative and collateral agent (the “Lampe Loan Facility”). We used the proceeds from this loan primarily to pay (1) the remaining balance that we owed to GSO Origination Funding Partners, LP and the other lenders, (2) $1.0 million we borrowed from LC Capital Master Fund, Ltd. in February 2008, (3) $1.0 million we owed under a settlement agreement with the purchaser of our United Kingdom and German ATM businesses, (4) a $2.5 million settlement we owed to eFunds and (5) the cash portion of the purchase price for the acquisition of Access to Money. The $11.0 million note from the Lender bears interest at 13%, payable semiannually, and is due in April 2011. The Lampe Loan Facility includes covenants that require us to maintain a certain balance of cash and investments, to meet quarterly minimum Consolidated EBITDA targets (as defined in the Securities Purchase Agreement) and maintain at least 10,250 ATMs. The borrowings pursuant to the Lampe Loan Facility are collateralized by substantially all of our assets and the assets of our subsidiaries. As of December 31, 2008, we had met all the covenants under the Lampe Loan Facility.

     Net sales were $42.1 million in 2006, $33.7 million in 2007, and $31.9 million in 2008.

     In 2006 we incurred a net loss of $120.1 million, in 2007 we incurred a net loss of $8.4 million and in 2008 we incurred a net loss of $26.0 million.

     Photocopier operations. Before we sold our United Kingdom photocopier business in June 2006, our United States photocopier business in January 2007 and our Canadian photocopier business in June 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. We now report all of our photocopier operations as discontinued operations.

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Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

	Results of Operations – Continuing Operations
	2007					2008
	Amount		%			Amount		%
	(in thousands, except operating and percentage data)
Transaction-based sales	$	83,582		100.0	%	$	81,492		100.0	%
Less commissions		56,711		67.9			56,744		69.6
Net transaction-based sales		26,871		32.1	%		24,748		30.4	%
Service and other sales		4,514					4,820
Sales of ATM equipment		2,290					2,301
Net sales		33,675					31,869
Cost of sales:
Cost of vault cash		5,399					3,618
Other		17,465					15,028
Gross profit	$	10,811				$	13,223
Operating data:
Average number of transacting ATMs		10,253					10,840
Withdrawal transactions		35,154,884					34,343,597
Average withdrawals per ATM per month		286					264
Average transaction-based sales per withdrawal transaction	$	2.37				$	2.38
Average discount per withdrawal transaction	$	1.61				$	1.65
Net transaction-based sales per withdrawal transaction	$	.76				$	.73

Sales

     In 2008, our United States ATM consolidated sales from continuing operations decreased by $1.8 million, or 2.0%, to $88.6 million from $90.4 million in 2007.

     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 receive from a processor derived from a customer 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 service provider, 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 serviced 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 — sales of ATM equipment to merchants in our merchant-owned program and to independent operators.

     Transaction-based sales decreased $2.1 million as the result of attrition of merchant contracts in our ATM network in addition to the impact of the general state of the economy and its affect on consumer spending. This was

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offset by additional transactional revenue that was added as the result of the acquisition of Access to Money on April 18, 2008. The average number of transacting ATMs in our network during 2008 increased by 5.7% compared to 2007. The increase in transacting ATMs is primarily the result of ATM contracts acquired from the acquisition of Access to Money in April 2008.

     The average number of withdrawal transactions per ATM per month decreased in 2008 to 264 from 286 in 2007. This change was due to an increase in the number of merchant-owned machines to the overall ATM population as a result of the acquisition of Access to Money’s ATM portfolio which was predominately merchant based. Average transaction-based sales per withdrawal in 2008 remained constant compared to 2007.

Sales Commissions

     Our merchants receive fees from transactions generated by the ATMs on their premises. These fees, or sales commissions, represent a share of transaction fees. The amount of the commission depends on a variety of factors, including the type of arrangement under which we place the ATM with the merchant and the number of transactions at the ATM. Sales commissions in our United States ATM business were 69.6% of transaction-based sales in 2008 and 67.9% in 2007. The average discount per withdrawal transaction increased by $.04 from 2007 to 2008 as a result of a larger number of merchant-owned machines under which the merchant receives a larger portion of the commission.

Cost of Sales

     Cost of sales decreased by $4.2 million to $18.6 million or 21.0%, of gross sales in 2008, from $22.9 million or 25.3% of gross sales in 2007.

     Prior to the sale of our photocopy business, our field service employees maintained both our photocopy and ATM equipment. As a result of the sale of our United States photocopy business, we determined that it would be more economical to hire third parties to perform maintenance on our equipment and on merchant’s equipment where that is our responsibility. As of December 31, 2006, we had 129 field service employees in the United States doing maintenance on equipment for both our ATM and photocopy businesses. As of June 30, 2007, we terminated all of our field service employees. During the first and second quarters of 2007 we transitioned our ATM maintenance function from our own field service employees to third parties. During 2008, our expense for outsourced ATM service decreased by $501,000 as compared to 2007. This decrease was the result of incurring no internal field service costs and a slight reduction in third party service costs.

     Due to the discontinuance of field service technicians in 2007, we stopped inventorying parts and used ATMs in the normal course of business, and we decided to sell or dispose of that inventory. As a result, cost of sales for 2007 included a $270,000 charge to write down our inventories to their estimated net realizable value.

     As a result of our restructuring effort that occurred in 2007 and continued in 2008, we saw the following reductions in 2008:

• A decrease in our cost of vault cash of $1.8 million or 33.0%, as compared to 2007. This decrease was the result of lower interest rate costs on a lower amount of vault cash borrowed combined with a change in our vault cash provider.

• A decrease in armored car carrier costs of $227,000, or 7.7%, as compared to 2007. This decrease in expense is due primarily to the reduction in the number of ATMs for which we provided cash and improved pricing due to the elimination and consolidation of vendors.

• A $167,000 or 13.1% decrease in telephone costs associated with company-owned ATMS as compared to 2007.

Selling, General and Administrative Expense

     Selling, general and administrative expense, excluding the $19.8 million impairment charge discussed below, decreased by $2.4 million to $14.0 million in 2008 from $16.5 million in 2007. Selling, general and administrative expense as a percent of gross sales decreased to 15.8% in 2008 from 18.2% in 2007 excluding the $19.8 million impairment charge. Specific decreases included:

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• Depreciation and amortization expense decreased by $393,000 between 2007 and 2008 primarily due to higher depreciation costs on computer equipment in 2007 that were related to the writedown of obsolete software.

• Accounting fees decreased by $520,000 or 36.0% due in large part to the relocation of the accounting functions to the east coast, reducing travel costs associated with its external audit firm. Fees were also lower due to less review time that was associated with the sale of our foreign ATM companies and both our foreign and domestic copier companies.

• Legal costs decreased $319,000 or 34.0% from 2007 to 2008 as a result of less legal assistance being needed in 2008 since of the sale of our foreign ATM companies and both our foreign and domestic copier companies occurred in 2007.

• Outsourced services expense decreased by $1.9 million or 80.7% due to a settlement agreement with eFunds terminating our obligation under a Master Services Agreement.

• Consulting fees decreased by $324,000 or 41.7%. In 2008, we reduced our use of consultants who provided strategic and information technology consulting compared to 2007.

     These decreases were offset by increases that were mainly attributable to the acquisition of Access to Money in April 2008. Specific increases included:

• Wages and benefits increased by $1.1 million from 2007 to 2008. The entire increase is attributable specifically to a year over year change in non-cash stock compensation of $1.2 million associated with the acceleration of cost related to the vesting of stock options and restricted stock.

• Software license costs increased to $127,000 in 2008 from 2007. The licenses are for software products associated with our accounting, ATM operational systems and network infrastructure.

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

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Impairment Charges

     As of December 31, 2007, 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, or SFAS 142, “Goodwill and Other Intangible Assets” 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 in combination with calculating the market value 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, 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.

     During the fourth quarter of 2008 we recorded a non-cash charge of $19.8 million for the impairment of goodwill.

     Under the provisions of SFAS No. 142, the first step of our test for impairment of goodwill requires us to estimate the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying value. We determined the fair value of our reporting unit using a discounted cash flow approach and market approach utilizing based on the Company's publicly traded stock price with a control premium. A comparative market multiple approach was also analyzed but only for comparison purposes. The discounted cash flow approach calculated the present value of projected future cash flows using appropriate discount rates. The market approach we utilized was based on the Company's publicly traded stock price with a control premium. The comparative market multiple approach used only for comparative purposes provided indications of value based on market multiples for public companies involved in similar lines of business. The fair values derived from these valuation methods were compared to the carrying value of the reporting unit to determine whether impairment exists. In determining the fair values of our reporting unit as of November 30, 2008 (our measurement date), we applied a weighting of 50% to each approach.

     It was determined that the reporting unit’s carrying amount exceeded its fair value and that we had to perform the second step of the impairment test. The second step involved allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the goodwill as of the testing date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date.

     We prepared our discounted cash flow analysis in the same manner as we have prepared it in prior years. We further updated all significant assumptions in light of current market and regulatory conditions. The key assumptions we used in preparing our discounted cash flow analysis were (1) projected cash flows, (2) risk adjusted discount rate, and (3) expected long term growth rate. We based our projected cash flows on our actual 2008 operating results through November 30 and on budgeted operating amounts for 2009. For 2010 and future periods (through 2014), we assumed a compound revenue growth rate of 6.6%, compound direct operating expense growth rates of 6.6% and compound selling, general and administrative expense growth rate 7.2%. In evaluating our expense growth rates, we assumed that direct expenses would track revenues and that selling, general and administrative expenses would track the growth in inflation. We used a risk-adjusted discount rate of 21.0%.

     We used the Capital Asset Pricing Model (“CAPM”) to estimate the required return on common equity capital. CAPM postulates that the opportunity cost of equity capital is equal to the return on risk-free securities plus the systematic risk (beta) of a business multiplied by the market price of risk (equity risk premium) plus an added return for certain business specific characteristics.)

     Our valuation methodology estimated the fair values of our reporting unit as determined under both the discounted cash flow analysis and market approach described above, we compared the aggregate weighted fair value for our reporting unit under these approaches to the fair value of the company, as a whole. We computed the company’s fair value, as of November 30, 2008 by (1) multiplying: (a) the closing price for a share of our common stock $0.18 to $0.19, based on the stock price as of the Valuation Date and the 60 day moving average and (b) the number of outstanding shares of our common stock,; and (3) adding a control premium of 20%, which we refer to as the “market capitalization approach.” We have applied a control premium to our market capitalization analysis because such premiums are typically paid in acquisitions of publicly traded companies. These control premiums represent the ability of an acquirer to control the operations of the business. We based our control premium on data over the last 12 months prior to the valuation date. Using the market capitalization approach described above, our company had an estimated fair value of $25.1 million.

     After evaluating the results of each of these analyses, we believe that the discounted cash flow and market approach provide reasonable estimates of the fair value of our reporting units because these approaches are based on our 2008 actual results and best estimates of 2009 performance. We have consistently used these approaches in determining the value of our goodwill and these types of analyses are used by the research analysts that follow us.

     The value of our company, as established by the market capitalization approach, is driven by a decline in our stock price, which began in 2006 and continued during 2007 and 2008 as a result of the difficulties associated with the acquisition of a large ATM portfolio. A comprehensive restructuring effort was implemented during 2007 and 2008 which has positively impacted operating results over those periods. Further, the daily trading volume in our stock is very low partly as a result of our move to the Pink Sheets market from NASDAQ in 2008. We also believe that the volatility in the overall market has significantly impacted our market capitalization.

     Due to the current economic environment there can be no assurances that the Company’s estimates and assumptions regarding the duration of the economic recession, or the period or strength of recovery, made for purposes of the Company’s goodwill impairment testing during the year ended December 31, 2008 will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted revenues or margin growth rates of the reporting units are not achieved, the Company may be required to record goodwill impairment losses in future periods. It is not possible at this time to determine if any such future impairment loss would result or, if it does, whether such charge would be material.

     The following table reflects the change in the carrying amount of goodwill for the two years ended December 31, 2008 (in millions):

Balance at December 31, 2006 and 2007	$	16.7
Acquired goodwill		13.8
Impairment charge		(19.8	)
Balance at December 31, 2008	$	10.7

Restructuring Charges

     In connection with a corporate restructuring plan we announced in November 2006 and the subsequent sales of a substantial portion of our operations, we made significant staff reductions, including all of our United States field

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service employees, by the end of May 2007. We vacated leased warehouse and office space occupied by the terminated employees. During the first six months of 2007 we paid severance of $167,000 to terminated employees.

     During the first six months of 2007 we vacated warehouse and office space in eleven United States locations. We leased the vacated space under leases with remaining terms up to seven years. We recorded a liability of $796,000 as of March 31, 2007, which was the estimated fair value of the costs that we expect to incur without any economic benefit, and we charged that amount to expense in the first quarter of 2007. We estimated the fair value of the liability based on the discounted value of the remaining lease payments, reduced by estimated sublease payments that we reasonably expect could be obtained for use of the properties. The costs for both severance payments and vacated leases are included in restructuring charges in our statement of operations for 2007. As of December 31, 2008, we have only one lease for warehouse space which is utilized for records retention.

Equipment Write-offs

     In the third quarter of 2007 contracts with three merchants that had TRM-owned ATMs in their stores were terminated, and we began removing those ATMs. In part because we no longer have technicians on our staff, we decided that we would not be refurbishing, upgrading and redeploying these ATMs, and we arranged to sell them to third parties. In addition, based on a review of our ATMs in storage, we decided that it would not be cost-effective to refurbish and upgrade most of our stored machines to current standards. As a result, in the third quarter of 2007 we charged $1.1 million to equipment write-offs to write down the equipment to be sold to its estimated net realizable value.

     In 2008, we sold 286 ATMs owned by us to a single customer. As a result of this sale, similar smaller sales, and the disposition of ATMs that could not be repaired, we had losses of $550,000 on these asset dispositions.

Interest Expense and Amortization of Debt Issuance Costs

     Interest expense and amortization of debt issuance costs increased to $4.1 million in 2008 from $464,000 in 2007. 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. On April 18, 2008, we borrowed $11.0 million pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the LC Capital Master Fund, Ltd. (the “Lender”) and Lampe, Conway & Co., LLC, as administrative and collateral agent (the “Lampe Loan Facility”) and issued a $9.8 million note to the former owner of Access to Money. Both the notes in connection with the acquisition of Access to Money and in connection with the Lampe Loan Facility bear interest at 13% per annum. In addition, debt issuance costs relating to the Lampe Loan Facility included $5.9 million for the estimated value of the warrants issued to the Lender. The warrants will be amortized over the 3-year term of the $11,000,000 note issued under the Securities and Purchase Agreement. See Note 7 to our consolidated financial statements for a discussion of the Lampe Loan Facility. Interest and amortization of debt issuance costs were allocated between continuing operations and discontinued operations as follows (in thousands):

	2007		2008
Continuing operations	$	464	$	4,140
Discontinued operations		1,289		—
	$	1,753	$	4,140

     The increase in total interest and amortization of debt issuance costs in 2008 was primarily due to the interest under the Lampe Securities Purchase Agreement, Warrants associated with the Lampe transaction and interest under the Stock Purchase Agreement with Doug Falcone for the purchase of Access to Money.

Loss on Early Extinguishment of Debt

     The $1.5 million loss on early extinguishment of debt in 2008 was from writing off deferred financing costs in conjunction with refinancing our previous debt. The $4.8 million loss on early extinguishment of debt for 2007 resulted from writing off deferred financing costs of $4.1 million in connection with early payment of our term loans and line of credit and a $750,000 payment penalty accrued relating to the early termination of our vault cash arrangement.

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Tax Rate

     For 2008 we did not allocate any tax provision to continuing operations. Our benefit for income taxes for 2007 was $1.2 million on a pretax loss from continuing operations of $3.0 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. See Note 8 to our consolidated financial statements.

Loss from 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.

     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 sale of the United States photocopy business closed January 29, 2007.

     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.

     On June 19, 2007, we sold substantially all of the assets of our Canadian photocopy business.

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

     Our pretax income from discontinued operations was $5.4 million in 2007, compared to zero in 2008. See Note 12 to our consolidated financial statements for additional information regarding our discontinued operations.

Net Income (Loss)

     Our net loss increased by $17.7 million to $26.1 million in 2008 from $8.4 million in 2007. The major factors contributing to the 2008 net loss were a $19.8 million impairment of goodwill, a $4.1 million increase in interest expense, both of which were offset by a $4.2 million decrease in cost of sales and a reduction of $2.4 million in sales, general and administrative expense excluding the $19.8 million impairment charge.

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Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

	Results of Operations – Continuing Operations
	2006					2007
	Amount		%			Amount		%
	(in thousands, except operating and percentage data)
Transaction-based sales	$	98,448		100.0	%	$	83,582		100.0	%
Less discounts		65,576		66.6			56,711		67.9
Net transaction-based sales		32,872		33.4	%		26,871		32.1	%
Service and other sales		5,367					4,514
Sales of ATM equipment		3,841					2,290
Net sales		42,080					33,675
Cost of sales:
Cost of vault cash		6,482					5,399
Other		16,990					17,465
Gross profit	$	18,608				$	10,811
Operating data:
Average number of transacting ATMs		12,378					10,253
Withdrawal transactions		43,112,562					35,154,884
Average withdrawals per ATM per month		290					286
Average transaction-based sales per withdrawal transaction	$	2.28				$	2.37
Average discount per withdrawal transaction	$	1.52				$	1.61
Net transaction-based sales per withdrawal transaction	$	.76				$	.76

Sales

     In 2007, consolidated sales from continuing operations decreased by $17.3 million, or 16.0%, to $90.4 million from $107.7 million in 2006.

     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 receive from a processor derived from a customer 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 service provider, 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 serviced 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 — sales of ATM equipment to merchants in our merchant-owned program and to independent operators.

     Our United States ATM sales were $90.4 million for 2007 compared to $107.7 million for 2006. The $17.3 million decrease in ATM sales was due to a combination of a $14.9 million decrease in transaction-based sales, a $1.6 million decrease in sales of ATM equipment and an $853,000 decrease in service and other sales.

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     The $17.3 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 2007 decreased by 17.2% compared to 2006. 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 stayed almost constant in 2007 as compared to 2006. Average transaction-based sales per withdrawal increased by $.09, or 3.9%, due to increases in withdrawal fees.

Sales Discounts

     Our merchants receive fees from transactions generated by the ATMs on their premises. These fees, or sales discounts, represent a share of transaction fees. The amount of the discount depends on a variety of factors, including the type of arrangement under which we place the ATM with the merchant and the number of transactions at the ATM. Sales discounts in our United States ATM business were 67.9% of transaction-based sales in 2007 and 66.6% in 2006. The average discount per withdrawal transaction increased by $.09, matching the increase in transaction-based revenue per transaction.

Cost of Sales

     Cost of sales decreased by $608,000, but increased to 25.3% of gross sales in 2007, from 21.8% in 2006.

     Prior to the sale of our photocopy business, our field service employees maintained both our photocopy and ATM equipment. As a result of the sale of our United States photocopy business, we determined that it would be more economical to hire third parties to perform maintenance on our equipment and on merchant’s equipment where that is our responsibility. During the first and second quarters of 2007 we transitioned our ATM maintenance function from our own field service employees to third parties. During 2007, our expense for third party ATM service increased by $4.0 million as compared to 2006. This increase was partially offset by a decrease of $1.8 million in our cost of labor, parts and vehicle expense attributed to our United States ATM business. As of December 31, 2006, we had 129 field service employees in the United States doing maintenance on equipment for both our ATM and photocopy businesses. As of June 30, 2007, we had terminated all of our field service employees.

     Additionally, since we no longer have field service technicians on our staff, we are no longer using our inventory of parts and used ATMs in the normal course of business, and we have decided to sell or otherwise dispose of that inventory. As a result, cost of sales for 2007 includes a $270,000 charge to write down our inventories to their estimated net realizable value.

     The increases in ATM maintenance costs and inventory writedowns charged to cost of sales were offset by:

• A decrease in our cost of vault cash of $1.1 million or 16.7%, as compared to 2006. The number of ATMs for which we provide cash has decreased by 16.0% from December 2006 to December 2007.

• A decrease in armored car carrier costs of $356,000, or 10.8%, as compared to 2006. This decrease in expense is due primarily to the reduction in the number of ATMs for which we provide cash.

• A $1.4 million decrease in the cost of ATM machines sold due to the $1.6 million decrease in ATM sales as compared to 2006.

     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.

Selling, General and Administrative Expense

     Selling, general and administrative expense attributed to continuing operations decreased by $14.1 million to $16.5 million in 2007 from $30.5 million in the prior year. Selling, general and administrative expense as a percent of sales decreased to 18.2% in 2007 from 28.4% in the prior year. Specific decreases included:

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• Amortization expense decreased by $3.8 million due to the reduction of the basis of our intangible assets as a result of impairment charges taken in the third quarter of 2006.

• Labor costs (excluding non-cash stock compensation expense) decreased by $4.7 million, or approximately 44%. In connection with and following the sales of businesses in January and June 2007 we have substantially reduced our selling, general and administrative staff, from 102 employees as of December 31, 2006, to 39 employees as of December 31, 2007.

• Non-cash stock compensation expense decreased by $543,000. In the second quarter of 2006, we recorded $618,000 of expense in connection with the acceleration of the vesting of options granted to our former President and Chief Executive Officer.

• Legal and accounting fees decreased by $1.7 million, or approximately 41%, due in large part to our smaller size and sale of substantially all of our foreign operations in the first half of 2007.

• Outsourced services expense decreased by $1.5 million due to a settlement agreement with eFunds reducing our obligation under a Master Services Agreement.

• Consulting fees decreased by $896,000. We did not renew a one-year consulting agreement with our former Chief Executive Officer who resigned in March 2006. In addition, we reduced our use of other consultants who provided strategic and information technology consulting during 2006.

• Depreciation expense decreased by $642,000 primarily because our Oracle ERP software became fully depreciated in early 2007.

• A $493,000 decrease in travel expense due to the reduction in employees and a continued effort to control travel expenses during 2007.

     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:

• 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. The $20.4 million impairment charge relating to our United States ATM operations is included in the results of our continuing operations, while the charges relating to our Canadian and United Kingdom ATM operations are included in discontinued operations.

• 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. In that review, 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. The $22.9 million impairment charge relating to our United States ATM operations is included in the results of our

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continuing operations, while the charges relating to our Canadian and United Kingdom ATM operations are included in discontinued operations.

• 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. Impairment charges relating to photocopy equipment are included in discontinued operations.

Restructuring Charges

     In connection with the corporate restructuring plan we announced in November 2006 and the subsequent sales of a substantial portion of our operations, we have made significant staff reductions, including termination by the end of May 2007 of substantially all of our United States field service employees. We have also vacated leased warehouse and office space occupied by the terminated employees. During the first six months of 2007 we paid severance of $167,000 to terminated employees. During the first six months of 2007 we vacated warehouse and office space in eleven United States locations. We leased the vacated space under leases with remaining terms up to seven years. We recorded a liability of $796,000 as of March 31, 2007, which was the estimated fair value of the costs that we expect to incur without any economic benefit, and we charged that amount to expense in the first quarter of 2007. We estimated the fair value of the liability based on the discounted value of the remaining lease payments, reduced by estimated sublease payments that we reasonably expect could be obtained for use of the properties.

     The costs for both severance payments and vacated leases are included in restructuring charges in our statement of operations for 2007.

Equipment Write-offs

     In the third quarter of 2007 contracts with three merchants that had TRM-owned ATMs in their stores were terminated, and we began removing those ATMs. In part because we no longer have technicians on our staff, we decided that we would not be refurbishing, upgrading and redeploying these ATMs, and we arranged to sell them to third parties. In addition, based on a review of our ATMs in storage, we decided that it would not be cost-effective to refurbish and upgrade most of our stored machines to current standards. As a result, in the third quarter of 2007 we charged $1.1 million to equipment write-offs to write down the equipment to be sold to its estimated net realizable value.

Interest Expense and Amortization of Debt Issuance Costs

     Interest expense and amortization of debt issuance costs attributed to continuing operations increased to $464,000 in 2007 from $1,000 in 2006. 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):

	2006		2007
Continuing operations	$	1	$	464
Discontinued operations		12,974		1,289
	$	12,975	$	1,753

     The decrease in total interest and amortization of debt issue costs in 2007 was primarily due to decreased amounts owed on our credit facilities. Because the payments we made in January 2007 reduced the balance of our outstanding debt under our credit facility with GSO Origination Funding Partners LP and the other lenders 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.

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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. The $4.8 million loss on early extinguishment of debt for 2007 resulted from writing off deferred financing costs of $4.1 million in connection with early payment of our term loans and line of credit and a $750,000 payment penalty accrued relating to the early termination of our vault cash arrangement.

Tax Rate

     For 2007 we did not allocate any tax provision to continuing operations. Our benefit for income taxes for 2006 was $5.2 million on a pretax loss from continuing operations of $58.8 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. See Note 8 to our consolidated financial statements.

Loss from 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.

     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 sale of the United States photocopy business closed January 29, 2007.

     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.

     On June 19, 2007, we sold substantially all of the assets of our Canadian 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 2006 and 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 Kingdom, United States and Canadian photocopy business are shown as discontinued operations for all periods presented in our consolidated statements of operations.

     Our pretax income from discontinued operations was $5.4 million in 2007, compared to a pretax loss of $65.9 million in 2006. Discontinued operations for 2006 includes impairment charges relating to goodwill, finite-lived intangible assets and equipment totaling $52.8 million. See Note 12 to our consolidated financial statements for additional information regarding our discontinued operations.

Net Income (Loss)

     Our net loss decreased by $111.7 million, to $8.4 million in 2007 from $120.1 million in 2006. The major factors contributing to the decreased net loss were:

• Impairment charges of $96.1 million in 2006, of which $52.8 million is included in discontinued operations. We had no impairment charges in 2007.

• A $14.1 million decrease in selling, general and administrative expense, partially offset by a $7.8 million decrease in gross profit.

• Gains on sales of discontinued operations of $9.8 million in 2007, compared to $1.9 million in 2006.

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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.

     Between June 2006 and June 2007, we sold our photocopier businesses and our foreign ATM businesses and used substantially all of the net proceeds from those sales to pay debt. Our remaining debt under a credit facility pursuant to which we owed GSO Origination Funding Partners LP (“GSO”) and the other lenders was $99.3 million and $2.1 million as of December 31, 2006 and 2007, respectively.

     In November 2007, we entered into a settlement agreement with Notemachine relating to the sale of our United Kingdom and German ATM businesses to Notemachine in January 2007. Pursuant to the settlement agreement, we agreed to repay £3.0 million ($6.4 million using exchange rates as of December 31, 2007) in full and final settlement of claims by Notemachine relating to the sales. Upon closing the Lampe Loan Facility in April 2008, we paid Notemachine £506,000 plus outstanding interest, reducing the balance outstanding to £1.4 million. We also executed an amended settlement agreement with Notemachine on April 18, 2008 under which the outstanding balance is due in monthly payments of £71,212 including interest at 15% through March 2010. Earlier payment is required if we obtain sufficient financing or accumulate a certain level of surplus cash (both as defined in the amended settlement agreement).

     In February 2008, we entered into a Securities Purchase Agreement with LC Capital Master Fund, Ltd. and Lampe Conway & Co., LLC, serving as the administrative agent, pursuant to which we borrowed $1.0 million. £380,000 from the proceeds of the loan was used to pay the remainder of the January 2008 payment due to Notemachine, together with interest on the unpaid balance. The Lampe Facility loan bore interest equal to adjusted LIBOR (as defined in the Securities Purchase Agreement) plus (i) 5% for each interest period for which we pay interest in cash or (ii) 15% for each interest period for which we do not pay interest in cash. We also granted a warrant to LC Capital Master Fund, Ltd., to purchase in the aggregate 2,500,000 shares of our common stock at an exercise price initially equally to $0.40 per share, subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits. The warrant may be exercised at any time and expire on February 8, 2015. We have agreed to file a registration statement with the SEC covering the resale of the shares issuable on the exercise of the warrant pursuant to a registration rights agreement between us and LC Capital Master Fund, Ltd.

     On April 18, 2008, we borrowed $11.0 million pursuant to the Securities Purchase Agreement. The $11.0 million loan bears interest at 13%, payable semiannually, and is due in April 2011. The Lampe Loan Facility includes covenants that require us to maintain a certain balance of cash and investments and to meet quarterly minimum Consolidated EBITDA targets (as defined in the Securities Purchase Agreement) and maintain at least 10,250 ATMs. The borrowings pursuant to the Lampe Loan Facility are collateralized by substantially all of our assets and the assets of our subsidiaries. We used proceeds from this loan primarily to pay (1) the remaining balance due under our 2006 financing arrangement with GSO and the other lenders, (2) the previous $1.0 million note issued from the Lender (the “Lampe Note”), (3) $1.0 million we owed under a settlement agreement with Notemachine Limited (“Notemachine”), (4) the $2.5 million settlement we owed to eFunds and (5) the cash portion of the purchase price for our acquisition of Access to Money as discussed in Note 2 to our consolidated financial statements.

     In connection with the Lampe Loan Facility, we granted warrants to the Lender to purchase up to 12,500,000 shares of our common stock at an exercise price initially equal to $.28 per share subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits or if we issue common stock, or securities convertible into common stock, at a lower price. The warrants are exercisable at any time and expire on April 18, 2015. Upon the issuance of the warrants to the Lender in April 2008 with a lower exercise price, the exercise price of the warrants issued in February was automatically reduced to $.28 per share. These warrants are exercisable at any time and expire on February 8, 2015.

     The Securities Purchase Agreement provides that as long as the Lender holds an aggregate of 1,250,000 warrant shares or warrants exercisable for 1,250,000 warrant shares, the Lender is entitled to appoint to our board of directors one designee selected by the Lender. If the Lender holds an aggregate of 2,500,000 warrant shares or warrants exercisable for 2,500,000 warrant shares, the Lender is entitled to appoint to our board of directors three designees selected by the Lender. The Lender currently has appointed three directors to our board of directors pursuant to this right.

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     On May 30, 2008, the Lender transferred 1,250,000 of its warrants to Cadence Special Holding II, LLC (“Cadence”), at an exercise price equal to $0.28 per share. The warrants are exercisable at any time and expire on April 18, 2015. We agreed to register the shares subject to the warrants.

     Our principal ongoing funding requirements are for working capital to finance our operations, fund capital expenditures and make payments on our debt.

     After borrowing $11.0 million under the Lampe Loan Facility in April 2008 and the repayment of the remaining balance with GSO, the Company eliminated its position of default that could have triggered additional cross defaults raising questions about its ability to continue as a going concern. We believe that our liquidity and capital resources are adequate for our currently anticipated needs and feel that we are positioned to enter into collaborative relationships, raise additional capital, and continue to improve the financial condition and results of operations.

     As part of the purchase price for all of the capital stock of Access to Money, in April 2008 we issued a note payable to the former owner in the amount of $9.8 million. The note bears interest at 13% per annum with interest payable quarterly and the principal balance due April 18, 2015. Payments under the promissory note are subordinated to the payment in full of the Lampe Loan Facility and the amended and restated settlement agreement with Notemachine.

     During 2008, we used $6.0 million of cash in operating activities as compared to $5.6 million generated from operating activities in 2007. Cash used in operating activities in 2008 includes $1.1 million transferred from restricted cash held as collateral for letters of credit. During 2007 we received $101.5 million cash proceeds from the sale of discontinued operations, and we used $98.6 million of that cash to pay debt, reducing the balance of our syndicated debt to $2.1 million at the end of 2007.

     We had cash and cash equivalents of $4.5 million at December 31, 2008, compared to $3.9 million at December 31, 2007, and a net working capital deficit of $4.2 million at December 31, 2008 compared to a net working capital deficit of $2.4 million at December 31, 2007. The working capital deficits were partially 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 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 following paragraphs, we believe that our liquidity and capital resources are adequate for our currently anticipated needs.

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. During 2008, we had access to $100.0 million of vault cash under the facility. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources - United States Vault Cash Facility” in our Annual Report on Form 10-K/A, filed on April 29, 2008, for a discussion of this vault cash facility.

     Termination. In March 2008, we notified the Trust and the other parties to the vault cash facility that we intended to terminate the vault cash arrangement with them and that we had made arrangements with another provider of vault cash to provide similar services. On November 5, 2008, we terminated the vault cash arrangement. TRM Inventory Funding Trust paid $50.9 million in consideration for the termination of the vault cash arrangements. This included a prepayment fee of $750,000. We terminated the letter of credit guaranteeing our performance as servicer of the previous vault cash facility, and used $2.0 million of it to establish a new letter of credit with our new cash provider. The Trust had no assets or liabilities at December 31, 2008, and will be permanently dissolved in 2009.

New Facility

     Pursuant to a Cash Provisioning Agreement effective as of August 28, 2007, as amended, between Genpass Technologies, L.L.C., doing business as Elan Financial Services, TRM ATM Corporation (“TRM ATM”), and Pendum, Inc., and an ATM Vault Cash Purchase Agreement effective as of June 26, 2008, between Elan, TRM Inventory Funding Trust, TRM ATM, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt AM Main (“DZ Bank”), we have transferred the provisioning of cash for 92 ATMs to Elan.

     TRM ATM Corporation entered into an ATM Vault Cash Purchase Agreement, effective on November 3, 2008, with Elan, TRM Inventory Funding Trust and DZ Bank (the “ATM Vault Cash Purchase Agreement”). The ATM Vault Cash Purchase Agreement provided that on November 5, 2008, TRM Inventory Funding Trust would sell

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the cash in the ATMs to Elan, which Elan would then provide to us. As of December 31, 2008, the TRM Inventory Funding Trust is no longer consolidated in the financial statements due to the termination of the Loan and Servicing Agreement with DZ Bank.

     TRM ATM entered into a series of Cash Provisioning Agreements with U.S. Bank National Association, doing business as Elan Financial Services (“Elan”), and various armored car carriers, dated October 31, 2008 (the “Cash Provisioning Agreements”). The Cash Provisioning Agreements provide that Elan will provide cash, through the use of armored car carriers, for our ATMs. The term of the Cash Provisioning Agreements is for a period of five years and automatically renews for additional one year periods unless either party gives the other parties notice of its intent to terminate. We are responsible for the payment of fees related to the use of the cash. We provided Elan with a subordinated lien and security interest in the ATMs, subject to the security interest of Lampe Conway & Co., LLC, Notemachine Limited and Douglas Falcone and any third party providing the direct financing of any ATM equipment and any refinancings of any of the foregoing. The Cash Provisioning Agreements also require us to maintain a positive demand account balance with Elan or, at our option, a letter of credit in favor of Elan in an amount not less than $800,000. Elan may draw on the account balance or letter of credit (i) in the event we materially default in the performance of any duties or obligations, which is not cured within 30 days notice; (ii) if we (A) terminate or suspend our business, (B) become subject to any bankruptcy or insolvency proceeding under federal or state statute, (C) become insolvent or become subject to direct control by a trustee, receiver or similar authority, (D) wind up or liquidate or (E) are required to terminate our involvement in the activities covered by the Cash Provisioning Agreements by order of a court of competent jurisdiction or a regulatory agency which governs the activities of a party; and (iii) in order to obtain payment of any fees, charges or other obligations that have not been paid pursuant to the Cash Provisioning Agreements. The demand account balance or letter of credit must remain open and funded by us for a period of 90 days after the termination of the Cash Provisioning Agreements.

     In connection with the Cash Provisioning Agreements and ATM Vault Cash Agreement, we obtained an irrevocable letter of credit in favor of Elan, from Wells Fargo Bank, N.A., dated October 31, 2008, in the amount of $2.0 million. The letter of credit expires on October 31, 2009 but automatically renews for additional one year periods unless Wells Fargo Bank, N.A. sends notice that it elects not to extend the expiration date of the letter of credit. Elan had the ability to draw on the letter of credit for a period of 60 days for the purpose of securing any shortage resulting under the ATM Vault Cash Purchase Agreement or in the event of bankruptcy, reorganization, debt arrangement, notification of termination of the ATM Vault Cash Purchase Agreement or our failure to pay any of our obligations. The expiration period ended January 5, 2009 without the occurrence of any of the aforementioned events and we reduced the letter of credit by $1.2 million down to $800,000 which may be drawn upon by Elan.

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 had 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.

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.

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Contractual Commitments and Obligations

     The following table summarizes our contractual commitments and obligations as of December 31, 2008 (in thousands):

	Payments due by period
Contractual obligations	Total		2009		2010-2011		2012-2013		After 2013
TRM Corporation and subsidiaries
Lampe	$	14,325	$	1,450	$	12,875	$	—		—
Falcone		17,742		1,268		2,536		2,540		11,398
Notemachine		1,538		1,240		298		—		—
Other		1,678		1,142		536		—
	$	35,283	$	5,100	$	16,245	$	2,540	$	11,398

     The long-term debt shown above in accordance with their contractual terms.

     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, 2008.

Critical Accounting Policies and Estimates

     We prepare our consolidated financial statements in accordance with GAAP. 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.

     In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, we test our goodwill for impairment on an annual basis using a November 30 measurement date. We conduct interim impairment tests of our goodwill whenever circumstances or events indicate that it is more likely than not that the fair value of one of our reporting units is below its carrying value. Circumstances that could represent triggering events and therefore require an interim impairment test of goodwill or evaluation of our finite-lived intangible assets or other long lived assets include the following: loss of key personnel, unanticipated competition, higher or earlier than expected customer attrition, deterioration of operating performance, significant adverse industry, economic or regulatory changes or a significant decline in market capitalization. SFAS No. 142 also provides specific guidance for testing goodwill and other non-amortized intangible assets for impairment. SFAS No. 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.

     Under the provisions of SFAS No. 142, the first step of our test for impairment of goodwill requires us to estimate the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying value. We determined the fair value of our reporting unit using a discounted cash flow approach and market approach utilizing based on the Company’s publicly traded stock price with a control premium. A comparative market multiple approach was also analyzed but only for comparison purposes. The discounted cash flow approach calculated the present value of projected future cash flows using appropriate discount rates. The market approach we utilized was based on the Company’s publicly traded stock price with a control premium. The comparative market multiple approach used only for comparative purposes provided indications of value based on market multiples for public companies involved in similar lines of business. The fair values derived from these valuation methods were compared to the carrying value of the reporting unit to determine whether impairment exists. In determining the fair values of our reporting unit as of November 30, 2008 (our measurement date), we applied a weighting of 50% to each approach.

     It was determined that the reporting unit’s carrying amount exceeded its fair value and that we had to perform the second step of the impairment test. The second step involved allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the goodwill as of the testing date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date.

     We prepared our discounted cash flow analysis in the same manner as we have prepared it in prior years. We further updated all significant assumptions in light of current market and regulatory conditions. The key assumptions we used in preparing our discounted cash flow analysis were (1) projected cash flows, (2) risk adjusted discount rate, and (3) expected long term growth rate. We based our projected cash flows on our actual 2008 operating results through November 30 and on budgeted operating amounts for 2009. For 2010 and future periods, we assumed a compound revenue growth rate of 3.0%, compound direct operating expense growth rates of 7.0% and compound selling, general and administrative expense growth rate of 8.0%. In evaluating our expense growth rates, we assumed that direct expenses would track revenues and that selling, general and administrative expenses would track the growth in inflation. We used a risk-adjusted discount rate of 23.0%.

     We estimated the cost of equity by adding a “risk free” investment rate at November 30, 2008, to an equity risk premium for our size and then adding a risk premium for specific industry risk. The size and industry risk additions were made to account for the risks of (1) being a company with a small market capitalization and (2) being a company with leverage.

     We based our market multiple approach on the valuation multiples as of November 30, 2008 (enterprise value divided by EBITDA) of a selected group of peer companies in the ATM and financial services industries. We then used an average of these multiples to determine the fair value for our reporting unit.

     As a test of the reasonableness of the estimated fair values for our reporting unit, as determined under both the discounted cash flow analysis and market multiple approach described above, we compared the aggregate weighted fair value for our reporting unit under these approaches to the fair value of the company, as a whole. We computed the company’s fair value, as of November 30, 2008 by (1) multiplying: (a) the closing price for a share of our common stock $0.19 and (b) the number of outstanding shares of our common stock,; and (3) adding a control premium of 20%, which we refer to as the “market capitalization approach.” We have applied a control premium to our market capitalization analysis because such premiums are typically paid in acquisitions of publicly traded companies. These control premiums represent the ability of an acquirer to control the operations of the business. We based our control premium on a study of control premiums made during the period January 1998 through September 2008. Using the market capitalization approach described above, our company had an estimated fair value of $25.1 million.

     After evaluating the results of each of these analyses, we believe that the discounted cash flow and market multiple approaches provide reasonable estimates of the fair value of our reporting units because these approaches are based on our 2008 actual results and best estimates of 2009 performance, as well as peer company valuation multiples. We have consistently used these approaches in determining the value of our goodwill and these types of analyses are used by the research analysts that follow us. While the market capitalization is typically a good indicator of the reasonableness of our primary approaches in evaluating the impairment of goodwill, we do not believe it is a meaningful or appropriate indicator of the fair value of our business at this time.

     The value of our company, as established by the market capitalization approach, is driven by a decline in our stock price, which began in 2006 and continued during 2007 and 2008 as a result of the difficulties associated with the acquisition of a large ATM portfolio from eFunds. A comprehensive restructuring effort was implemented during 2007 and 2008 which has improved the operating results over those periods. Further, the daily trading volume in our stock is very low partly as a result of our move to the Pink Sheets market from NASDAQ in 2008. We also believe that the volatility in the overall market has significantly impacted our market capitalization.

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     Due to the current economic environment there can be no assurances that our estimates and assumptions regarding the duration of the economic recession, or the period or strength of recovery, made for purposes of the our goodwill impairment testing during the year ended December 31, 2008 will prove to be accurate predictions of the future. If our assumptions regarding forecasted revenues or margin growth rates of the reporting units are not achieved.

     As of December 31, 2007 and 2008, our assets include goodwill of $16.7 million and $10.7 million, respectively, and other intangible assets with a net carrying amount of $585,000 and $2.1 million, respectively.

     During 2006 and 2008, we recorded goodwill impairment charges of $96.1 million and $19.8 million, which we discuss in “Item 7. See Management’s Discussion and Analysis of Financial Condition and Results of Operations – Impairment Charges”.

     In accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” we test all finite-lived intangible assets and other long-lived assets, such as fixed assets, for impairment only if circumstances indicated that possible impairment exists. 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. We periodically evaluate the estimated economic lives and related amortization expense for our finite-lived intangible assets. To the extent actual useful lives are less than our previously estimated lives, we will increase our amortization expense on a prospective basis. We estimate useful lives of our intangible assets by reference to both contractual arrangements and current and projected

30

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 their fair value.

     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, we have established valuation allowances that reduced the carrying value of our net deferred tax assets to zero as of December 31, 2007 and 2008. 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 Financial Accounting Standards Board, or 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 became effective for us beginning in 2007. Our adoption of FIN 48 did not have a material impact on our results of operations, financial position or cash flows.

     In September 2006, the FASB issued SFAS No. 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. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until fiscal years beginning after November 15, 2008. We are currently evaluating the impact, if any, this statement will have on our financial statements.

     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement is effective for us beginning in 2009. We are currently evaluating the impact, if any, this statement will have on our financial statements.

     In April 2008, the FASB and FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. It will be effective for our fiscal year beginning in January 2009. The guidance contained in this FSP for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. However, the disclosure requirements of FSP No. 142-3 must be applied to all intangible assets recognized in our financial statements as of the effective date. We are currently evaluating the effect, if any, that FSP No. 142-3 will have on our consolidated financial statements.

     In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. It is effective for our fiscal year beginning January 2009. We are currently evaluating the effect, if any, that EITF 07-5 will have on our consolidated financial statements.

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 our foreign operations in January and June 2007, we had operations in the United Kingdom, Germany and Canada exposing us to foreign currency exchange rate risks. We do not hold or issue derivative commodity instruments or other financial instruments for trading purposes. Since the sales of our United Kingdom, German and Canadian ATM operations, we have no further foreign operations. However, we have a liability denominated in British pounds, exposing us 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 $360,000 for 2007 and $309,000 for 2008. A 10% change in interest rates earned would not have had a material effect on our net income.

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     Under our United States vault cash facility, the Trust borrowed money pursuant to a note funded by the sale of commercial paper. The Trust owed $58.5 million at December 31, 2007 and zero at December 31, 2008 under this arrangement. The weighted average interest rate on these borrowings at December 31, 2007 was 7.40%. Interest and fees relating to the Trust’s borrowings, which are included in cost of sales in our consolidated financial statements, totaled $5.5 million and $3.8 million for the years ended December 31, 2007 and 2008, respectively.

     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

     As of December 31, 2008, we owed £962,000 ($1.3 million using exchange rates as of December 31, 2008) to the purchaser of our United Kingdom and German ATM businesses. The value of the British pound decreased significantly in 2008 providing a gain on the exchange rates of $577,000. A 10% increase in the value of the British pound versus the United States dollar would increase our liability by $140,000. A 10% decrease in the value of the British pound versus the United States dollar would decrease our liability by $140,000. Since we pay interest at a rate of 15% per annum on this liability, our interest expense would also be affected by a fluctuation in the exchange rate.

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 33.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders TRM Corporation

We have audited the consolidated balance sheets of TRM Corporation and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for the years then ended. Our audits also included the financial statement schedule of the Company listed in Item 15(a). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TRM Corporation and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We were not engaged to examine management’s assessment about the effectiveness of TRM Corporation’s internal control over financial reporting as of December 31, 2008 included in the accompanying Management’s Report on Internal Control over Financial Reporting and, accordingly, we do not express an opinion thereon.

/s/ McGladrey & Pullen, LLP

Blue Bell, Pennsylvania
March 31, 2009

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of TRM Corporation:

In our opinion, the consolidated statements of operations, of shareholders’ equity and of cash flows for the year ended December 31, 2006 present fairly, in all material respects, the results of operations and cash flows of TRM Corporation and its subsidiaries for the year 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 for the year ended December 31, 2006 listed in the accompanying 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 audit. We conducted our audit 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 audit provides 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 (not separately presented herein), 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.

As noted in Note 12 to the financial statements, during the year ended December 31, 2007, the Company disposed of its Canadian photocopy business. The financial statements for the year ended December 31, 2006 have been retrospectively restated to reflect the Canadian photocopy business as a discontinued operation.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon
May 23, 2007, except for the retrospective restatement of the Canadian photocopy operations as discontinued operations described in Note 12, which is as of March 28, 2008

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TRM Corporation

Consolidated Balance Sheets
December 31, 2007 and 2008
(In thousands)

	2007			2008
Assets
Current assets:
Cash	$	3,859		$	4,535
Restricted cash		3,073			2,012
Accounts receivable, net		2,611			2,998
Leases receivable, net		—			176
Inventories		50			505
Prepaid expenses and other		369			308
Deferred financing costs		172			2,244
Restricted cash – TRM Inventory Funding Trust		61,805			—
Total current assets		71,939			12,778
Property and equipment, net		4,222			2,815
Non-current leases receivable, net		—			786
Intangible assets, net		585			2,120
Goodwill		16,748			10,657
Deferred financing costs, long term		—			2,918
Other assets		795			593
Total assets	$	94,289		$	32,667
Liabilities and Shareholders’ Equity (deficit)
Current liabilities:
Accounts payable	$	6,099		$	6,851
Accrued and other expenses		7,673			5,369
Term loans		2,051			4,775
TRM Inventory Funding Trust note payable		58,505			—
Total current liabilities		74,328			16,995
Long term liabilities:
Term loans and other debt		5,301			18,890
Minority interest		1,500			—
Commitments and contingencies (notes 11 and 16)
Shareholders’ equity (deficit):
Common stock, no par value -
100,000 shares authorized; 21,486 shares issued and outstanding (17,123 at December 31, 2007)		136,181			145,938
Additional paid-in capital		63			63
Accumulated deficit		(123,084	)		(149,219	)
Total shareholders’ equity (deficit)		13,160			(3,218	)
Total liabilities and shareholders’ equity (deficit)	$	94,289		$	32,667

See accompanying notes to consolidated financial statements.

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TRM Corporation

Consolidated Statements of Operations
Years ended December 31, 2006, 2007 and 2008
(In thousands, except per share data)

	2006			2007			2008
Sales	$	107,656		$	90,386		$	88,613
Less commissions		65,576			56,711			56,744
Net sales		42,080			33,675			31,869
Cost of sales:
Cost of vault cash		6,482			5,399			3,618
Other		16,990			17,465			15,028
Gross profit		18,608			10,811			13,223
Selling, general and administrative expense (including non-cash stock compensation of $508 in 2007 and $1,644 in 2008)		30,541			16,482			14,034
Impairment charges (note 15):
Goodwill		20,393			—			19,800
Other intangible assets		22,918			—			—
Restructuring charges		—			963			—
Equipment write-offs		579			1,876			550
Operating loss		(55,823	)		(8,510	)		(21,161	)
Interest expense and amortization of debt issuance costs		1			464			4,140
Loss on early extinguishment of debt		3,105			4,809			1,456
Other expense (income), net		(169	)		(57	)		(610	)
Loss from continuing operations before income taxes		(58,760	)		(13,726	)		(26,147	)
Provision (benefit) for income taxes (note 8)		(5,194	)		—			(12	)
Loss from continuing operations		(53,566	)		(13,726	)		(26,135	)
Discontinued operations:
Income (loss) from operations		(65,948	)		5,437			—
Provision (benefit) for income taxes		577			138			—
Income (loss) from discontinued operations		(66,525	)		5,299			—
Net loss	$	(120,091	)	$	(8,427	)	$	(26,135	)
Basic and diluted per share information:
Loss from continuing operations	$	(53,566	)	$	(13,726	)	$	(26,135	)
Loss from continuing operations available to common shareholders	$	(53,566	)	$	(13,726	)	$	(26,135	)
Weighted average common shares outstanding		17,034			17,178			20,213
Basic and diluted income (loss) per share:
Continuing operations	$	(3.14	)	$	(.80	)	$	(1.29	)
Discontinued operations		(3.91	)		.31			—
Net loss	$	(7.05	)	$	(.49	)	$	(1.29	)

See accompanying notes to consolidated financial statements.

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TRM Corporation

Consolidated Statement of Shareholders’ Equity (Deficit)
Years ended December 31, 2006, 2007 and 2008
(In thousands)

											Accumulated			Retained
									Additional		other			earnings
	Comprehensive			Common					paid-in		comprehensive			(accumulated
	income (loss)			Shares		Amounts			capital		income (loss)			deficit)			Total
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
Comprehensive loss:
Net loss	$	(8,427	)		—		—			—		—			(8,427	)		(8,427	)
Other comprehensive loss - Foreign currency translation adjustment:
Recognized in income		(5,283	)		—		—			—		(5,283	)		—			(5,283	)
Current period adjustment		591			—		—			—		591			—			591
Comprehensive loss	$	(13,119	)
Exercise of stock options					18		25			—		—			—			25
Stock option expense (credit)					—		(2	)		—		—			—			(2	)
Restricted stock expense					—		510			—		—			—			510
Restricted shares vested					69		—			—		—			—			—
Other capital additions					—		53			—		—			—			53
Balances, December 31, 2007					17,213		136,181			63		—			(123,084	)		13,160
Comprehensive loss:
Net loss	$	(26,135	)		—		—			—		—			(26,135	)		(26,135	)
Issuance of common stock					3,550		996			—		—			—			996
Stock option expense (credit)					—		46			—		—			—			46
Restricted stock expense					—		1,598			—		—			—			1,598
Issuance of warrants in connection with new debt					—		7,117			—		—			—			7,117
Restricted shares vested					723		—			—		—			—			—
Balances, December 31, 2008					21,486	$	145,938		$	63	$	—		$	(149,219	)	$	(3,218	)

See accompanying notes to consolidated financial statements.

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TRM Corporation

Consolidated Statements of Cash Flows
Years ended December 31, 2006, 2007 and 2008
(In thousands)

	2006			2007			2008
Operating activities:
Net income (loss)	$	(120,091	)	$	(8,427	)	$	(26,135	)
Adjustments to reconcile net loss to net income (loss) to net cash provided by (used in) operating activities:
Impairment charges		96,062			3,592			19,800
Depreciation and amortization		19,965			3,152			3,994
Non-cash stock compensation		1,139			508			1,644
Loss on disposal or retirement of equipment		1,182			834			550
Provision for doubtful accounts		912			171			146
Loss on early extinguishment of debt		2,560			4,059			1,374
Gain on sale of discontinued operations		(362	)		(4,528	)		—
Cumulative foreign currency translation adjustment recognized in income		(1,538	)		(5,283	)		—
Changes in items affecting operations, net of effects of business acquisitions and dispositions:
Restricted cash		—			(3,073	)		1,061
Accounts receivable		4,840			1,753			(1,495	)
Inventories		1,723			1,164			(156	)
Income taxes receivable		(4	)		215			—
Prepaid expenses and other		617			1,359			61
Accounts payable		601			374			752
Accrued expenses		(1,893	)		(1,500	)		(7,605	)
Deferred income taxes		(4,844	)		—			—
Cash provided by (used in) operating activities		869			(5,630	)		(6,009	)
Investing activities:
Proceeds from sale of equipment		45			162			511
Capital expenditures		(7,023	)		(61	)		46
Proceeds from sale of discontinued operations		4,280			101,540			—
Acquisition of intangible and other assets		(862	)		(471	)		33
Acquisitions of business, net of cash		—			—			(4,160	)
Cash provided by (used in) investing activities		(3,560	)		101,170			(3,570	)
Financing activities:
Borrowings on notes payable		119,148			1,374			13,787
Repayment of notes payable		(114,079	)		(98,641	)		(4,501	)
Debt financing costs		(2,972	)		—			(831	)
Principal payments on capital lease obligations		(700	)		(25	)		—
Change in restricted cash		1,261			11,896			61,805
Proceeds of TRM Inventory Funding Trust note, net		(1,572	)		(13,192	)		(60,005	)
Proceeds from exercise of stock options		91			25			—
Other		(19	)		53			—
Cash provided by (used in) financing activities		1,158			(98,510	)		10,255
Effect of exchange rate changes		(89	)		(1,257	)		—
Net increase (decrease) in cash and cash equivalents		(1,622	)		(4,227	)		676
Beginning cash and cash equivalents		9,708			8,086			3,859
Ending cash and cash equivalents, including $3,302 classified as assets held for sale at December 31, 2006	$	8,086		$	3,859		$	4,535
Supplemental cash flow information:
Non-cash transactions:
Issuance of warrants in conjunction with debt		2,820			—			7,117
Payments:
Cash paid for interest		9,312			605			1,242
Cash paid for income taxes		1			(7	)		36
Supplemental non-cash financing and investing activities disclosure:
Note payable issued in the acquisition of Access to Money	$	—		$	—		$	9,754
Value of shares issued in the acquisition of Access to Money	$	—		$	—		$	996

See accompanying notes to consolidated financial statements.

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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”) provide self-service cash delivery and account balance inquiry through ATM machines.

     As of December 2005 we offered ATM services in retail locations in the United States, the United Kingdom, Germany and Canada and photocopier services 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. In June 2007 we sold our Canadian photocopy business. The results of the businesses we have sold are reflected as discontinued operations in our consolidated statement of operations. Our remaining business operates ATMs in the United States. 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. During 2008 our United States ATM networks had an average of 10,840 transacting ATMs.

     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 sold operations that accounted for approximately 61% 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 61 as of December 31, 2008.

     During 2007, we reduced our cost of sales by approximately 3.0% from 2006. This cost reduction would have been closer to 5.0% but for certain one time inventory write downs and elevated vault cash costs due to spikes in short term interest rates during this period. Even more dramatic was the reduction in selling, general and administrative costs of over 45.0%. We also posted net income in the fourth quarter of 2007 of $906,000 compared to a net loss of $15.2 million in the prior year period.

     2008 was primarily devoted to integrating our purchase of Access to Money. During this year, we continued to improve operating performance in all areas. Despite a 2.0% reduction in gross sales and a 5.4% reduction in net sales from 2007, gross profit improved 22.3%. Moreover, cost of sales was reduced 18.5% from 2007 to 2008. Excluding a one time goodwill impairment charge, we reduced selling, general and administrative costs by 35.7% from 2007 to 2008.

     In the fourth quarter of 2008, we were able to enjoy the benefits of our agreement with Elan Financial Services to supply cash to our fleet of full placement ATMs. As a result of this relationship, cost of sales for the fourth quarter was 33.5% lower than the same period in 2007. Gross profit in the fourth quarter of 2008 improved 24.0% compared to the same period in 2007.

   Principles of Consolidation

     The consolidated financial statements include the accounts of TRM and its subsidiaries. Our subsidiaries at December 31, 2008 included TRM Copy Centers (USA) Corporation, TRM (Canada) Corporation, TRM ATM Corporation, TRM ATM Acquisition Corporation, Access Cash International LLC, and S-3 Corporation. We sold all of the outstanding shares of TRM Copy Centres (U.K.) Limited, our United Kingdom photocopier subsidiary, in June 2006. In January 2007 we sold all of the outstanding shares of TRM ATM (U.K.) Limited which owned TRM ATM Deutschland GmbH. These two companies operated ATMs in the United Kingdom and Germany. The results of operations of the subsidiaries that we have sold are included in our consolidated financial statements only through the dates of sale. Effective December 31, 2003, we adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” and, accordingly, consolidated the accounts of TRM Inventory Funding Trust in our consolidated financial statements. As of December 31, 2008 the TRM Inventory Funding Trust is no longer consolidated in the financial statements due to the termination of a Loan and Servicing Agreement with DZ Bank.

     All significant intercompany transactions and accounts are eliminated. During 2006 and part of 2007 we had subsidiaries operating in Canada, the United Kingdom and Germany, whose functional currencies were the Canadian

39

dollar, British pound and Euro. Assets and liabilities of foreign operations were translated into United States dollars at current exchange rates. Revenue and expense accounts were 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 were 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. In 2008, the majority of our debt has fixed interest rates and the fair value is estimated at $20.3 million.

     Restricted Cash

     At December 31, 2007 and 2008 we had $3.0 million and $2.0 million cash held by a bank as collateral for our letter of credit that is classified as restricted cash on our balance sheet.

     Revenue Recognition, Discounts and Accounts Receivable

     A portion or all, depending upon the arrangement with the retail business, of each ATM surcharge is paid to 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. 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 $354,000 and $648,000 at December 31, 2007 and 2008, respectively.

     Inventories

     During 2007, we began outsourcing our ATM maintenance, ceased using our parts inventory and adjusted all inventory down to its estimated net realizable value. With the acquisition of Access to Money in April 2008 (see Note 2) we acquired ATMs and parts inventory and do provide maintenance services in addition to outsourcing our ATM maintenance. Inventory is stated at the lower of cost (first-in, first-out method) or market. Inventory consists primarily of ATMs and related parts and equipment. ATMs and parts available for sale are classified as inventory until such time as the machine or part is sold or installed and in service. Once the ATM or part is sold, it is relieved to cost of sale.

Inventories (in thousands)

	December 31,		December 31,
	2007		2008
Parts	$	9	$	141
ATMs held for resale		41		364
	$	50	$	505

     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 their fair value.

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     Equipment

     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 and computer equipment are generally depreciated using the straight-line method over the estimated remaining useful lives of the related assets. Estimated useful lives are as follows:

ATMs	3-10 years
Computer equipment	2-5 years
Furniture and fixtures	5-7 years

     Goodwill

     As of December 31, 2007 and 2008, our assets include goodwill of $16.7 million and $10.7 million, respectively, and other intangible assets with a net carrying amount of $585,000 and $2.1 million, respectively. Statement of Financial Accounting Standards No. 142, or SFAS 142, “Goodwill and Other Intangible Assets” 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.

     Under the provisions of SFAS No. 142, the first step of our test for impairment of goodwill requires us to estimate the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying value. We determined the fair value of our reporting unit using a discounted cash flow approach and a comparative market multiple approach. The discounted cash flow approach calculated the present value of projected future cash flows using appropriate discount rates. The market multiple approach provided indications of value based on market multiples for public companies involved in similar lines of business. The fair values derived from these valuation methods are then compared to the carrying value of the reporting unit to determine whether impairment exists. In determining the fair values of our reporting unit as of November 30, 2008 (our measurement date), we applied a weighting of 50% to each approach.

     It was determined that the reporting unit’s carrying amount exceeded its fair value and that we had to perform the second step of the impairment test. The second step involved allocating the reporting unit’s fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the goodwill as of the testing date. The implied fair value of the reporting unit’s goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date.

     During the fourth quarter of 2008 we recorded a non-cash charge of $19.8 million for the impairment of goodwill.

     We believe that volatility in the overall market as well as the low trading volume for the Company’s stock has significantly impacted the Company’s market capitalization.

     Due to the current economic environment there can be no assurances that the Company’s estimates and assumptions regarding the duration of the economic recession, or the period or strength of recovery, made for purposes of the Company’s goodwill impairment testing during the year ended December 31, 2008 will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted revenues or margin growth rates of the reporting units are not achieved, the Company may be required to record additional goodwill impairment losses in future periods. It is not possible at this time to determine if any such future impairment loss would result or, if it does, whether such charge would be material.

     The following table reflects the change in the carrying amount of goodwill for the two years ended December 31, 2008 (in millions):

Balance at December 31, 2006 and 2007	$	16.7
Acquired goodwill		13.8
Impairment charge		(19.8	)
Balance at December 31, 2008	$	10.7

     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.

41

     Stock-Based Compensation

     In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment,” an amendment of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS 123R eliminated the ability to account for share-based payments using APB No. 25, and instead required 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 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. See additional details pertaining to stock and option activity under Note 9, Shareholders’ Equity, “Common Stock Options and Restricted Stock Grants.”

     Net Income (Loss) Per Share

     Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. 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 and warrants were excluded from the calculation of diluted earnings per share for 2006, 2007 and 2008 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 September 2006, the FASB issued SFAS No. 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. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until fiscal years beginning after November 15, 2008. We anticipate no material impact on our results of operations, financial position or cash flows as a result of adopting this statement.

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     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” This statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement is effective for us beginning in 2009. We are currently evaluating the impact, if any, this statement will have on our financial statements.

     In April 2008, the FASB and FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. It will be effective for our fiscal year beginning in January 2009. The guidance contained in this FSP for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. However, the disclosure requirements of FSP No. 142-3 must be applied to all intangible assets recognized in our financial statements as of the effective date. We are currently evaluating the effect, if any, that FSP No. 142-3 will have on our consolidated financial statements.

     In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity’s own stock. It is effective for our fiscal year beginning January 2009. We are currently evaluating the effect, if any, that EITF 07-5 will have on our consolidated financial statements.

     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 loss. As discussed in Note 12 we have reclassified the results of operations of our Canadian photocopier operations to discontinued operations for all periods presented.

2. Acquisition of LJR Consulting Corp.

     On April 18, 2008, we acquired all of the capital stock of LJR Consulting Corp., doing business as Access to Money (“Access to Money”), an independent ATM deployer. The purchase price consisted of $4.3 million in cash, 3,550,000 shares of our common stock valued at $995,535, and a note payable to the former owner of Access to Money in the amount of $9.8 million bearing interest at 13% per annum with interest payable quarterly and the principal balance due April 18, 2015. Payments under this promissory note are subordinated to the payment in full of the amount under the Securities Purchase Agreement and the Amended Settlement Agreement with Notemachine. The purchase price was allocated based on the estimated fair value of the assets acquired and liabilities assumed. The allocated fair value of the assets acquired was as follows:

43

(in thousands)
Cash	$	1,048
Accounts receivable		937
Inventory		135
Equipment		132
Lease receivable, net		1,077
Other assets		837
Intangible assets:
Customer contracts		1,200
Distributor agreements		225
Non-contractual customer base		250
Non compete agreements		175
Trademarks		500
Goodwill		13,709
Total assets acquired		20,225
Accounts payable		137
Notes payable		989
Accrued liabilities		858
Other liabilities		1,016
Deferred tax liability		917
Subtotal liabilities		3,917
Total	$	16,308

     The allocation above is subject to change as management refines the allocation of the acquired intangibles. We intend to amortize on a straight-line basis the intangible assets, with the exception of trademarks, over periods ranging from three to five years. The acquisition is expected 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 goodwill. Goodwill is not subject to amortization for financial reporting purposes. All of the intangible assets acquired will be reviewed for impairment at least annually.

3. Equipment

     Equipment (in thousands):

	December 31,
	2007			2008
ATMs	$	7,764		$	6,229
Computer equipment		5,200			5,591
Furniture and fixtures		1,150			954
Vehicles		—			49
		14,114			12,823
Accumulated depreciation		(9,892	)		(10,008	)
	$	4,222		$	2,815

Depreciation of equipment included in continuing operations for 2006, 2007 and 2008 was $2.8 million, $2.0 million and $1.1 million, respectively. See Note 15 regarding impairment of equipment in our former United States and Canadian photocopier operations.

4. Vault Cash

     In 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, 2007), and with Autobahn Funding Company LLC (“Lender” and equity investor in the amount of $1,485,000 as of December 31, 2007), 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

44

Trust was to provide cash to be placed in our United States ATM machines (“vault cash”), by accessing commercial paper markets. In November 2008 we replaced the provisioning of vault cash by DZ Bank to ELAN Financial Services.

     Until the replacement of DZ Bank with ELAN Financial Services, the Trust borrowed from and made repayments to the Lender and made other payments pursuant to a Loan and Servicing Agreement, and engaged 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 were collateralized by the assets of the Trust, principally the vault cash. The Lender issued asset-backed commercial paper notes to fund the loans to the Trust. Interest on the Trust’s borrowings from the Lender, were evidenced by a note, and were at a rate equal to 1.35% plus the interest rate of the commercial paper notes that the Lender issued to fund the loans to the Trust. The Trust also paid to the Lender an amount equal to the Lender’s equity investment in the Trust times 1.35% plus the yield rate of the commercial paper notes outstanding. The Loan and Servicing Agreement contained covenants applicable to us, including a minimum tangible net worth requirement. We entered into an amendment to that agreement in November 2007, which reset the minimum net worth covenant to $12.0 million. In January 2007 we entered into an amendment which, among other changes, extended the facility for five years and reduced the facility size to $100.0 million. A liquidity agreement with DZ Bank ensures that the Trust continued to have funds available for the term of the agreement.

     When the vault cash was placed in the ATM under the DZ Bank relationship, the Trust had 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 remained the property of the Trust, and the Trust was ultimately obligated to repay the Lender. Subcontractors maintained insurance on behalf of the Trust to ensure the cash was safe while stored at correspondent banks, and during delivery to ATM machines and to the vault or bank storage facilities.

     Because we were 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 $61.8 million at December 31, 2007 (and zero at December 31, 2008) is reported as restricted cash in the accompanying consolidated balance sheets, and the balance of the Trust’s note payable to the Lender, which totaled $58.5 million at December 31, 2007, is reported as a liability.

     The expenses of the Trust, which are primarily interest and fees related to the Trust’s borrowings and bank charges, were $6.7 million in 2006, $5.7 million in 2007 and $3.8 million in 2008 are included in cost of sales in our consolidated statements of operations.

     The Lender issued commercial paper notes with maturities of not more than 270 days. The outstanding commercial paper on December 31, 2007 matured January 2, 2008. Interest rates on the outstanding commercial paper notes ranged from 4.3% to 5.4% during 2006, 5.1% to 6.7% during 2007 and 2.3% to 6.3% in 2008.

     Selected information on the Trust’s borrowings for the years ended December 31, 2006, 2007 and 2008 is as follows:

	2006			2007			2008
Maximum amount outstanding at any month end	$89.5 million			$72.5 million			$66.1 million
Average outstanding during the year	$79.3 million			$64.7 million			$61.6 million
Weighted average interest rate at year end		7.14	%		7.40	%		—
Weighted average interest rate during the year		6.81	%		6.98	%		4.89	%

New Facility

     Pursuant to a Cash Provisioning Agreement effective as of August 28, 2007, as amended, between Genpass Technologies, L.L.C., doing business as Elan Financial Services, TRM ATM Corporation (“TRM ATM”), and Pendum, Inc., and an ATM Vault Cash Purchase Agreement effective as of June 26, 2008, between Elan, TRM Inventory Funding Trust, TRM ATM, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt AM Main (“DZ Bank”), we have transferred the provisioning of cash for 92 ATMs to Elan.

     TRM ATM Corporation entered into an ATM Vault Cash Purchase Agreement, effective on November 3, 2008, with Elan, TRM Inventory Funding Trust and DZ Bank (the “ATM Vault Cash Purchase Agreement”). The ATM Vault Cash Purchase Agreement provided that on November 5, 2008, TRM Inventory Funding Trust would sell the cash in the ATMs to Elan, which Elan would then provide to us.

     TRM ATM entered into a series of Cash Provisioning Agreements with U.S. Bank National Association, doing business as Elan Financial Services (“Elan”), and various armored car carriers, dated October 31, 2008 (the

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“Cash Provisioning Agreements”). The Cash Provisioning Agreements provide that Elan will provide cash, through the use of armored car carriers, for our ATMs. The term of the Cash Provisioning Agreements is for a period of five years and automatically renews for additional one year periods unless either party gives the other parties notice of its intent to terminate. We are responsible for the payment of fees related to the use of the cash. We provided Elan with a subordinated lien and security interest in the ATMs, subject to the security interest of Lampe Conway & Co., LLC, Notemachine Limited and Douglas Falcone and any third party providing the direct financing of any ATM equipment and any refinancings of any of the foregoing. The Cash Provisioning Agreements also require us to maintain a positive demand account balance with Elan or, at our option, a letter of credit in favor of Elan in an amount not less than $800,000. Elan may draw on the account balance or letter of credit (i) in the event we materially default in the performance of any duties or obligations, which is not cured within 30 days notice; (ii) if we (A) terminate or suspend our business, (B) become subject to any bankruptcy or insolvency proceeding under federal or state statute, (C) become insolvent or become subject to direct control by a trustee, receiver or similar authority, (D) wind up or liquidate or (E) are required to terminate our involvement in the activities covered by the Cash Provisioning Agreements by order of a court of competent jurisdiction or a regulatory agency which governs the activities of a party; and (iii) in order to obtain payment of any fees, charges or other obligations that have not been paid pursuant to the Cash Provisioning Agreements. The demand account balance or letter of credit must remain open and funded by us for a period of 90 days after the termination of the Cash Provisioning Agreements.

     In connection with the Cash Provisioning Agreements and ATM Vault Cash Agreement, we obtained an irrevocable letter of credit in favor of Elan, from Wells Fargo Bank, N.A., dated October 31, 2008, in the amount of $2.0 million. The letter of credit expires on October 31, 2009 but automatically renews for additional one year periods unless Wells Fargo Bank, N.A. sends notice that it elects not to extend the expiration date of the letter of credit. Elan had the ability to draw on the letter of credit for a period of 60 days for the purpose of securing any shortage resulting under the ATM Vault Cash Purchase Agreement or in the event of bankruptcy, reorganization, debt arrangement, notification of termination of the ATM Vault Cash Purchase Agreement or our failure to pay any of our obligations. The expiration period ended January 5, 2009 without the occurrence of any of the aforementioned events and we reduced the letter of credit by $1.2 million down to $800,000 which may be drawn upon by Elan.

     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. Goodwill and Intangible Assets

     Goodwill:

     Activity in our goodwill accounts by segment was as follows (in thousands):

				United						United
				States			Canada			Kingdom
	ATM			ATM			ATM			ATM			Total
Balance December 31, 2005	$	118,875		$	—		$	—		$	—		$	118,875
Effect of exchange rate changes		834			—			—			—			834
Reallocation of goodwill (see Note 14)		(119,709	)		37,140			9,513			73,056			—
Impairment (see Note 15)		—			(20,392	)		(5,835	)		(17,516	)		(43,743	)
Effect of exchange rate changes		—			—			(309	)		97			(212	)
Reclassification to assets held for sale (see Note 12)		—			—			(3,369	)		(55,637	)		(59,006	)
Balance December 31, 2006 and 2007		—			16,748			—			—			16,748
Acquisition of Access to Money		—			13,709			—			—			13,709
Impairment (See Note 15)		—			(19,800	)		—			—			(19,800	)
Balance December 31, 2008	$	—		$	10,657		$	—		$	—		$	10,657

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     Intangible assets (in thousands):

	December 31, 2007							December 31, 2008
	Gross							Gross
	carrying		Accumulated					carrying		Accumulated
	amount		amortization			Net		amount		amortization			Net
Subject to amortization
Acquired contracts	$	479	$	(205	)	$	274	$	—	$	—		$	—
Other		1,853		(1,616	)		237		—		—			—
Non-compete agreement		—		—			—		175		(41	)		134
Customer contracts		—		—			—		1,200		(197	)		1,003
Distributor agreements		—		—			—		225		(31	)		194
Non-contractual customer base		—		—			—		250		(35	)		215
		2,332		(1,821	)		511		1,850		(304	)		1,546
Not subject to amortization		74		—			74		574		—			574
	$	2,406	$	(1,821	)	$	585	$	2,424	$	(304	)	$	2,120

     Amortization of intangible and other assets, which is included in selling, general and administrative expense in continuing operations, was $4.3 million, $525,000 and $1.0 million for 2006, 2007 and 2008, respectively. Estimated amortization expense for the next five years for intangible and other assets held at December 31, 2008 is: 2009 — $420,000; 2010 — $420,000; 2011 — $379,000; 2012 — $234,000, and 2013 — $103,000.

6. Accrued Expenses (in thousands)

	December 31,
	2007		2008
Settlement agreement — eFunds (Note 13)		2,500		—
Accrued prepayment fee (Note 4)		750		—
Accrued payroll expenses		168		405
Interest payable		5		1,204
ATM maintenance and other expenses		588		484
Other accrued expenses		3,662		3,276
	$	7,673	$	5,369

7. Notes Payable and Other Debt (in thousands)

	December 31,
	2007		2008
Term Loan B	$	2,051	$	—
Lampe Loan Facility		—		11,000
Note payable to former Access to Money owner		—		9,755
Notemachine		5,301		1,306
Other Debt		—		1,604
TRM Inventory Funding Trust note payable		58,505		—
	$	65,857	$	23,665

     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”);

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• a $40.9 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 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 $15.0 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 $40.9 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 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 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.

     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 rates on our loans were increased. The increased interest cost was deferred and added to principal. In addition, the maturity dates of the loans were changed so that a total of $69.9 million was due on or before February 28, 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 (“adjusted EBITDA”), adjusted monthly, and to limit capital expenditures. We did not comply with the adjusted EBITDA covenant for the months of December 2006 through October 2007 and our lenders granted waivers of our violation of the adjusted EBITDA covenant for those months.

     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 $1.36 per share. The warrants are exercisable for a period of seven years following November 20, 2006. We 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, we were unable to file the registration statement by May 18, 2007 because we filed our Annual Report on Form 10-K for 2006 and our Quarterly Report on Form 10-Q for the first quarter of 2007 late. We expected to enter into further agreements requiring registration of our securities, and did so in February 2008. Under the terms of the registration rights agreement, the warrant holders can seek damages due to our inability to file the registration statement. We have not received any demands from the warrant holders to file the registration statement as of the date

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of this report. 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 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, aggregated $6.6 million. In connection with the early payment of most of our debt in January 2007, substantially all of the remaining unamortized deferred financing costs were charged to expense as a loss on early extinguishment of debt in the first quarter of 2007.

     As discussed further in Note 12, during the first six months of 2007 we sold our Canadian, United Kingdom and German ATM businesses and our United States and Canadian photocopy business and used $98.6 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 most of Term Loan B. Following these payments, as of December 31, 2007, the only remaining balance under our term loans and line of credit was $2.1 million.

     Notemachine Settlement Agreement

     In November 2007, we entered into a settlement agreement with Notemachine Limited (“Notemachine”), relating to the sale to Notemachine of our United Kingdom and German ATM businesses in January 2007. Pursuant to the settlement agreement, we agreed to repay £3.3 million (approximately $6.4 million) in full and final settlement of claims by Notemachine relating to the sale. As of December 31, 2008, we owed £962,000 (approximately $1.3 million) pursuant to the settlement agreement. Upon closing the Lampe Loan Facility in April 2008, we paid Notemachine £506,000 plus outstanding interest, reducing the balance outstanding to £1.4 million. We also executed an amended settlement agreement with Notemachine on April 18, 2008 (the “Amended Settlement Agreement”) under which the outstanding balance is due in monthly payments of £71,212 including interest at 15% per annum through March 2010. Earlier payment is required if we obtain sufficient financing or accumulate a certain level of surplus cash (both as defined in the amended settlement agreement). Under the amended settlement agreement, our liability to Notemachine is collateralized by a security interest in substantially all of our assets and the assets of our subsidiaries, which security interest is subordinate to the security interest granted to Lender, under the Lampe Loan Facility.

     Bridge Loan

     In February 2008, we entered into a Securities Purchase Agreement with LC Capital Master Fund, Ltd., as lender and Lampe Conway & Co., LLC, as administrative agent, pursuant to which we borrowed $1.0 million. £380,000 from the proceeds of the loan was used to pay the remainder of the January 2008 payment due to Notemachine, together with interest on the unpaid balance. The loan bears interest equal to adjusted LIBOR (as defined in the Securities Purchase Agreement) plus (i) 5% for each interest period for which we pay interest in cash or (ii) 15% for each interest period for which we do not pay interest in cash. The Securities Purchase Agreement does not allow us to pay interest in cash until our Term Loan B has been paid in full. The loan matures on the earliest of December 6, 2012 or immediately following our repayment of Term Loan B.

     New Lampe Loan Facility

     In June 2006, we borrowed approximately $111.0 million from GSO Origination Funding Partners LP and other lenders. Under the Amended and Restated Second Lien Loan Agreement, dated as of November 20, 2006, by and among us, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as borrowers, the subsidiaries of the borrowers identified therein, as the guarantors, Wells Fargo Foothill, Inc., as administrative agent, GSO Origination Funding Partners, LP, a Delaware limited partnership, and the other lenders from time to time party thereto (the “Term Loan B”), we owed $2.1 million as of December 31, 2007. Interest on Term Loan B was at LIBOR plus 12% (14.70% as of March 31, 2008). The borrowings pursuant to Term Loan B were collateralized by substantially all of our assets and the assets of our subsidiaries. Because we were uncertain whether we could comply with all of the terms of Term Loan B, as of December 31, 2007, we classified the entire balance of the loan as a current liability on our balance sheet.

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     On April 18, 2008, we borrowed $11.0 million pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with LC Capital Master Fund, Ltd. as lender (the “Lender”) and Lampe, Conway & Co., LLC as administrative and collateral agent (the “Lampe Loan Facility”). We used proceeds from this loan primarily to pay (1) the remaining balance of Term Loan B that we owed to GSO Origination Funding Partners and the other lenders, (2) $1.0 million we borrowed from LC Capital Master Fund, Ltd. in February 2008, (3) $1.0 million we owed under a settlement agreement with the purchaser of our United Kingdom and German ATM businesses, (4) the $2.5 million settlement we owed to eFunds and (5) the cash portion of the purchase price for the acquisition of Access to Money. The $11.0 million note from the Lender bears interest at 13%, payable semiannually, and is due in April 2011. The Lampe Loan Facility includes covenants that require us to maintain a certain balance of cash and investments and to meet quarterly minimum Consolidated EBITDA targets (as defined in the Securities Purchase Agreement) and maintain at least 10,250 ATMs. The borrowings pursuant to the Lampe Loan Facility are collateralized by substantially all of our assets and the assets of our subsidiaries.

     In connection with the Lampe Loan Facility, we granted warrants to the Lender to purchase up to 12,500,000 shares of our common stock at an exercise price initially equal to $.28 per share, subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits or if we issue common stock, or securities convertible into common stock, at a lower price. The warrants are exercisable at any time and expire on April 18, 2015. We have agreed to register the shares subject to the warrants. Using the Black-Scholes valuation model, we estimated the total fair value of the warrants issued to the Lender to be approximately $5.9 million. The components of the valuation included an expected term of seven years, a risk free rate of 3.8%, and volatility percentage of 133.4. The fair value of the warrants, together with legal and other fees relating to the Lampe Loan Facility was recorded as deferred financing costs and amortized over the term of the loan.

     Note Payable to Former Access to Money Owner

     As part of the purchase price for all of the capital stock of Access to Money, in April 2008 we issued a note payable to the former owner in the amount of $9.8 million. The note bears interest at 13% per annum with interest payable quarterly and the principal balance due April 18, 2015. Payments under the promissory note are subordinated to the payment in full of the Lampe Loan Facility and the amended and restated settlement agreement with Notemachine.

     Other Debt

     The $1.6 million of other debt represents notes payable balances due to the former owner of Access to Money for vault cash and a bank for a lease related to a customer project.

     On May 30, 2008, the Lender transferred 1,250,000 of its warrants to Cadence Special Holdings II, LLC (“Cadence”), at an exercise price initially equal to $.28 per share. The warrants are exercisable at any time and expire on April 18, 2015. We have agreed to register the shares subject to the warrants.

     In connection with the Securities Purchase Agreement, we granted a warrant to LC Capital Master Fund, Ltd., to purchase up to 2,500,000 shares of our common stock at an exercise price initially equal to $.40 per share, subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits. The warrants are exercisable at any time and expire on February 8, 2015. We have agreed to register the shares subject to the warrants.

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8. Income Taxes

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

	2006			2007		2008
Current:
Federal	$	—		$	—	$	—
State		59			138		(12	)
Foreign		21			—		—
Deferred:
Federal		(4,248	)		—		—
State		(163	)		—		—
Foreign		(286	)		—		—
	$	(4,617	)	$	138	$	(12	)

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

	2006			2007		2008
Continuing operations	$	(5,194	)	$	—	$	(12	)
Discontinued operations		577			138		—
	$	(4,617	)	$	138	$	(12	)

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

	December 31,
	2007			2008
Current:
Accrued liabilities	$	202		$	—
Accounts receivable allowance		137			259
Unrealized exchange gains		—			(40	)
Valuation allowance		(339	)		(219	)
	$	—		$	—
Noncurrent:
Net operating losses	$	20,499		$	22,423
Depreciation and amortization:
Equipment		(1,005	)		(621	)
Goodwill		24,152			24,903
Intangible assets		10,275			10,072
Other		16			—
Non-cash stock compensation		—			60
Valuation allowance		(53,937	)		(56,837	)
	$	—		$	—

     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, we determined that we may not realize all or part of our net deferred tax assets in the future, and, accordingly, we have 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 (in thousands except percentage data):

	2006			2007			2008
Statutory federal rate		34.0	%		34.0	%		34.0	%
State taxes, net of federal benefit		7.4			—			—
Tax rate differential on foreign earnings		(.2	)		—			—
Losses of foreign subsidiaries		4.5			—			—
Nondeductible expenses		(3.1	)		—			—
Deferred tax asset valuation allowance		(32.2	)		(34.0	)		(34.0	)
United Kingdom interest settlement		—			—			—
Other		(1.6	)		—			—
		8.8	%		—			—

     As of December 31, 2008, we have net operating loss carryforwards of approximately $56.1 million available to offset future taxable income for United States federal income tax purposes which expire in the years 2020 through 2027. 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. Our United States federal income tax returns for the years 2005-2008 are subject to examination and adjustment by the Internal Revenue Service.

     As of December 31, 2008, our Canadian subsidiary has net operating loss carryforwards of approximately $15.0 million available to offset future taxable income in Canada which expire in the years 2009 through 2017. However, we have sold the assets of our Canadian subsidiary, and it no longer has any operations.

     FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes,” and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

     Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

     On January 1, 2007, we adopted the provisions of FIN 48. At December 31, 2007 and 2008 we had no unrecognized tax benefits.

     We recognize interest and penalty accrued related to unrecognized tax benefits and penalties as income tax expense.

     We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions.

     We file income tax returns with U.S. various states as well as foreign jurisdictions. With few exceptions, we are subject to income tax examinations by tax authorities for years on or after 2005.

9. Shareholders’ Equity

     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 2006, 2007 or 2008. Any such repurchases would require approval from our lenders.

     Common Stock Warrants

     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 $1.36 per share. These warrants expire in November 2013 (see Note 7).

     In February 2008, we granted a lender a warrant to purchase up to 2,500,000 shares of our common stock at an exercise price initially equal to $.40 per share. This warrant expires on February 8, 2015 (see Note 7).

     In connection with the Lampe Loan Facility, we granted warrants to the Lender to purchase up to 12,500,000 shares of our common stock at an exercise price initially equal to $.28 per share, subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits or if we issue common stock, or securities convertible into common stock, at a lower price. The warrants are exercisable at any time and expire on April 18, 2015. We have agreed to register the shares subject to the warrants. Using the Black-Scholes valuation model, we estimated the total fair value of the warrants issued to the Lender to be approximately $5.9 million. The components of the valuation included an expected term of seven years, a risk free rate of 3.8%, and volatility percentage of 133.4. The fair value of the warrants, together with legal and other fees relating to the Lampe Loan Facility was recorded as deferred financing costs and amortized over the term of the loan.

     Common Stock Options and Restricted Stock Grants

     Non-cash stock compensation expense for 2007 and 2008 is included primarily in selling, general and administrative expense and includes amortization of stock options granted and previously unvested stock option grants and amortization of restricted shares of common stock granted to our directors and certain executive officers. During 2008, we accelerated the vesting of stock options and restricted stock associated with the acquisition of Access to Money.

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     Non-cash compensation expense (in thousands):

	2006		2007			2008
Modification of options previously granted	$	685	$	—		$	—
Amortization of:
Option grants		115		(2	)		46
Restricted shares		339		510			1,598
	$	1,139	$	508		$	1,644

     We have reserved 4,700,000 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 2007 and 2008 follows:

	Shares			Weighted
	under			average
	option			exercise price
Outstanding January 1, 2007		658,125		$	6.39
Options granted		30,000			0.98
Options exercised		(20,375	)		1.59
Options forfeited		(391,125	)		7.48
Outstanding December 31, 2007		276,625			4.62
Options granted		150,000			0.15
Options exercised		—			—
Options forfeited		(53,125	)		6.24
Outstanding December 31, 2008		373,500			2.59

     As of December 31, 2008, options to acquire 223,500 shares at a weighted average exercise price of $4.23 per share were exercisable. As of December 31, 2008, there was approximately $118,000 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 2.3 years.

     As of December 31, 2007, options to acquire 213,292 shares at a weighted average exercise price of $5.51 per share were exercisable. As of December 31, 2007, there was approximately $1.6 million of total unrecognized compensation cost related to share-based compensation arrangements granted under our stock award plans that were expected to vest. We recognized that cost over a weighted average period of 1.9 years.

     During the year ended December 31, 2006, options to purchase 306,890 common shares at prices 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. As a result of the exercise of options during 2006, we issued 234,832 common shares. During the year ended December 31, 2007, options to purchase 20,375 common shares at prices from $1.15 to $1.80 were exercised, including options to purchase 4,375 shares that were exercised on a cashless basis. As a result of the exercise of options during 2007, we issued 17,718 common shares.

     The weighted-average per share grant date fair value of options granted during 2006, 2007 and 2008 was $2.43, $.98 and $.15, respectively. The total intrinsic value of options exercised during 2006, 2007 and 2008 was $1.6 million, $30,000 and $0, respectively.

     Options outstanding that were fully vested or expected to vest as of December 31, 2008:

Number of shares under option		223,500
Weighted average exercise price	$	4.23
Aggregate intrinsic value		0
Weighted average remaining contractual term	2.1 years
Range of exercise prices	$	.98 - $12.12

     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 2007 and 2008 is calculated by the Black-Scholes model, and the assumptions used are shown in the following table.

	2006		2007		2008
Dividend yield		—		—		—
Expected volatility (based on historical data)		124.04%		128.61%		202.07%
Risk-free interest rate		4.53%		4.08%		0.60%
Expected life	4.0 years		6.0 years		2.3 years

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     We have issued shares of restricted stock to our directors and certain officers. The restricted shares vest annually over periods of one to four years. A summary of restricted stock activity during 2007 and 2008 follows:

	Shares			Weighted average grant-date fair value
Unvested shares January 1, 2007		258,040		$	6.20
Restricted shares granted		500,000			1.55
Restricted shares vested		(69,637	)		6.07
Restricted shares forfeited		(2,010	)		13.97
Unvested shares December 31, 2007		686,393			2.80
Restricted shares granted		1,446,000			0.19
Restricted shares vested		(722,393	)		2.68
Restricted shares forfeited		—			—
Unvested shares December 31, 2008		1,410,000			0.19

     The total fair value of restricted shares vested during 2007 and 2008 was $148,000 and $202,270, respectively. The weighted average per share grant date fair value of restricted stock granted during 2006, 2007 and 2008 was $5.98, $1.55 and $0.19, respectively.

10. Profit Sharing Retirement Plan

     We have a profit sharing retirement plan for eligible employees. The plan has profit sharing and 401(k) components. Our contribution under the profit sharing portion of the plan is discretionary. Under the 401(k) part of the plan, each employee may contribute, on a pre-tax basis, up to the maximum allowed under the Internal Revenue Code.

     No amounts were accrued or paid for profit sharing for 2006, 2007 and 2008. We paid matching contributions of $129,000, $65,000 and $37,000 to our defined contribution plans for the years ended December 31, 2006, 2007 and 2008, respectively.

11. Commitments and Contingent Liabilities

     We have operating leases, primarily for office and warehouse space, with expiration dates through 2013. Minimum lease payments for our operating leases are: 2009 - $374,000; 2010 - $306,000; 2011 - $235,000; 2012 - $211,000; and 2013 - $107,000.

     Rental expense included in continuing operations for 2006, 2007 and 2008 was $441,000, $296,000 and $182,000, respectively.

     As of December 31, 2008, Wells Fargo Foothill Inc. had issued a letter of credit on our behalf in the amount of $2.0 million to secure our performance in connection with our vault cash agreement.

12. Discontinued Operations and Sales of Businesses

     During 2006 and 2007 we sold all of our photocopy operations and all of our ATM operations outside the United States. As a result, the operations of our Canadian, United Kingdom and German ATM businesses and our Canadian, United Kingdom and United States photocopy businesses are shown as discontinued operations in the accompanying statements of operations for all periods presented.

     In June 2006 we sold all of the outstanding shares of our United Kingdom photocopier subsidiary for £2.32 million (approximately $4.3 million using exchange rates as of the date of sale). We 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.

     Effective January 1, 2007, we sold substantially all of the assets of our Canadian ATM business for approximately Canadian $13.0 million (U.S. $11.1 million using exchange rates as of January 12, 2007). We have recorded a gain on the sale of $2.3 million.

     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 £43.2 million (approximately $84.7 million using exchange rates as of January 24, 2007), subject to certain adjustments. In November 2007 we entered into a settlement agreement pursuant to which we agreed to repay £3.3 million as a final settlement of all claims under the sale and purchase agreement. In December 2007 we paid £571,000 of this liability. Payment terms for the remaining £2.7

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million are described in Note 7. After taking into account the settlement agreement, we have recorded a gain on the sale of $4.8 million.

     On January 29, 2007, we sold substantially all of the assets of our United States photocopy business for approximately $8.8 million. We have recorded a gain on the sale of approximately $65,000.

     On June 19, 2007, we sold substantially all of the assets of our Canadian photocopy business for approximately Canadian $615,000 (approximately U.S. $582,000 using exchange rates as of June 19, 2007) in cash and assumption of liabilities, plus 50% of the cash flows from the operation of the business for seven years. We recorded a gain on the sale of approximately $2.7 million, substantially all due to recognition of currency exchange gains previously recorded in other comprehensive income.

     In connection with these sales, we made representations and warranties and/or provided indemnities. The purchasers may make claims against us relating to the representations, warranties or indemnities. Other than the purchaser of our former United Kingdom ATM subsidiary, none of the purchasers have pursued claims against us. The claim by the purchaser of the United Kingdom ATM subsidiary has been settled and is described in Note 7.

     The aggregate of the sales prices for the businesses we sold in the first six months of 2007 was approximately $105.0 million, before selling costs. We used $98.6 million of the net cash proceeds of $102.4 million to make principal and interest payments on our debt. The balance was used to fund escrow deposits and deposits with our bank to collateralize outstanding letters of credit.

     Because the terms of our financing agreements required us to use substantially all of the net proceeds from the sales of businesses 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 through the dates of sale (in thousands):

	2006		2007		2008
Canada photocopy	$	3,405	$	1,102	$	—
United Kingdom photocopy		1,646		—		—
United States photocopy		22,390		1,368		—
Canada ATM		7,148		—		—
United Kingdom ATM		32,300		1,653		—
Germany ATM		146		130		—
	$	67,035	$	4,253	$	—

     Pretax income (loss) from discontinued operations through the dates of sale (in thousands):

	2006								2007								2008
				Gain								Gain							Gain
	Operations			on sale		Total			Operations			on sale		Total			Operations		on sale		Totals
Canada photocopy	$	(2,944	)	$	—	$	(2,944	)	$	(2,975	)	$	2,664	$	(311	)	$	—	$	—	$	—
United Kingdom photocopy		(788	)		1,900		1,112			—			—		—			—		—		—
United States photocopy		(16,481	)		—		(16,481	)		386			65		451			—		—		—
Canada ATM		(7,430	)		—		(7,430	)		(113	)		2,242		2,129			—		—		—
United Kingdom ATM		(39,141	)		—		(39,141	)		(1,617	)		4,840		3,223			—		—		—
Germany ATM		(1,064	)		—		(1,064	)		(55	)		—		(55	)		—		—		—
	$	(67,848	)	$	1,900	$	(65,948	)	$	(4,374	)	$	9,811	$	5,437		$	—	$	—	$	—

     Subsequent to the sales of our United States photocopy and Canadian photocopy and ATM businesses, we have resolved certain contingencies associated with those sales. In connection with the resolution of those contingencies and our settlement of claims by the purchaser of our United Kingdom ATM business, we recorded additional losses on the sales of discontinued operations of $221,000 in the second quarter of 2007, $1.6 million in the third quarter of 2007 and $213,000 in the fourth quarter of 2007.

     A charge of $2.7 million is included in discontinued operations for 2007 to write down the carrying amount of the assets of the Canadian photocopy business to their estimated fair value less cost to sell.

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     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. The carrying amounts of assets reported as held for sale and related liabilities as of December 31, 2006 were as follows (in thousands):

	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

13. Concentrations and Related Party Transactions

     We have purchased most of our ATMs from two suppliers, NCR Corporation and Triton Systems. In addition, NCR Corporation provides maintenance services for our company-owned installed ATMs. In 2006 we purchased equipment, parts and services from NCR Corporation aggregating $2.7 million and from Triton Systems aggregating $5.5 million. In 2007 we purchased equipment, parts and services from NCR Corporation aggregating approximately $1.6 million and from Triton Systems aggregating approximately $1.2 million. In 2008 we purchased equipment, parts and services from NCR Corporation totaling approximately $3.1 million and $2.2 million from Triton Systems. At December 31, 2008 we had no outstanding accounts payable to NCR Corporation, ($273,000 at December 31, 2007). At December 31, 2008 we had $121,000 in accounts payable to Triton Systems, ($268,000 at December 31, 2007).

     In connection with the acquisition of the eFunds ATM business, we entered into a Master Services Agreement with eFunds, (the “MSA”). The MSA had an initial term of five years. In May 2008, we entered into a processing services agreement to terminate the MSA except for processing services. We incurred fees for services provided by eFunds of $5.7 million in 2006, $3.2 million in 2007 and $1.3 million in 2008.

     In connection with the acquisition of Access to Money we entered into a Vault Cash Agreement with the owner, who is now our Chief Operating Officer. This agreement calls for us to return vault cash, estimated at the date of closing, to Doug Falcone as the company replaces that vault cash with cash supplied by our primary vault cash supplier. The asset and liability associated with this vault cash are accounted for under term loans in current liabilities.

14. 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 15 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

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States and Canada. The ATM segments owned and/or operated ATMs, sold ATM machines, and serviced equipment for others. The photocopy segments owned and maintained self-service photocopiers in retail establishments.

     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. In June 2007 we sold substantially all of the assets of our Canadian photocopy business. As a result of these sales, we have presented the results of operations of our Canadian, United Kingdom and German ATM businesses and our Canadian, 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 segment.

     As a result of the foregoing sales, we now have only one operating segment — ATM operations in the United States. Our United States ATM business owns and/or operates ATM machines, sells ATM machines and services equipment for others.

     Substantially all of our revenues from continuing operations for 2006, 2007 and 2008 were derived from sales to customers in the United States. As of December 31, 2008, substantially all of our assets were located in the United States.

     All revenues are attributed to external customers. One ATM customer accounted for 20%, 25% and 19% of our net sales from continuing operations in 2006, 2007 and 2008, respectively. A second ATM customer accounted for 9%, 11% and 8% of our net sales from continuing operations in 2006, 2007 and 2008, respectively.

     Information about our assets by segment and geographic location as of December 31, 2006 follows (in thousands):

	December 31, 2006
Total assets:
United States ATM	$	114,329
Canada photocopy		4,318
Other segments (primarily classified as assets held for sale in 2006)		107,797
	$	226,444
Goodwill:
United States ATM	$	16,748
Other segments (classified as assets held for sale in 2006)		59,006
	$	75,754
Long-lived assets:
United States ATM	$	9,287
Canada photocopy		2,493
Other segments (primarily classified as assets held for sale in 2006)		32,716
	$	44,496

15. 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 $43.3 million is included in continuing operations and $52.8 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,

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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. In that review, 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 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.

     During the fourth quarter of 2008 we recorded a non-cash charge of $19.8 million for the impairment of goodwill.

     We believe that volatility in the overall market as well as the low trading volume for the Company’s stock has significantly impacted the Company’s market capitalization.

     Due to the current economic environment there can be no assurances that the Company’s estimates and assumptions regarding the duration of the economic recession, or the period or strength of recovery, made for purposes of the Company’s goodwill impairment testing during the year ended December 31, 2008 will prove to be accurate

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predictions of the future. If the Company’s assumptions regarding forecasted revenues or margin growth rates of the reporting units are not achieved.

16. Litigation and Potential Claims

     We are a defendant in one action that has arisen in the normal course of business. We believe that ultimate disposition of this matter will not have a material adverse effect on our business, financial condition or results of operations.

     As described in Note 12, in 2006 and 2007 we sold our ATM businesses in the United Kingdom, Germany and Canada, and our photocopy businesses in the United Kingdom, United States and Canada in five separate transactions. In connection with these sales, we have made various representations and warranties and provided indemnities. We do not believe any future claims will be made against us relating to the representations, warranties or indemnities, or provisions for adjustment of the sales prices. The purchaser of our United Kingdom and German ATM businesses asserted claims pursuant to the sales agreement. In April 2008, we entered into an amended settlement agreement described further in Notes 6 and 11.

17. Corporate Restructuring, Equipment Write-downs and Inventory Write-down

     In connection with the corporate restructuring plan we announced in November 2006 and the subsequent sales of a substantial portion of our operations, we have made significant staff reductions, including termination of all of our United States field service employees. We have also vacated leased warehouse and office space occupied by the terminated employees. During the first six months of 2007 we paid severance of $167,000 to terminated employees. During the first quarter of 2007 we vacated warehouse and office space in eleven United States locations. The vacated space was leased under leases with remaining terms up to seven years. We recorded a liability of $796,000 as of March 31, 2007, which was the estimated fair value of the costs that we expect to incur without any economic benefit, and we charged that amount to expense in the first quarter of 2007. We estimated the fair value of the liability based on the discounted value of the remaining lease payments, reduced by estimated sublease payments that we reasonably expect could be obtained for use of the properties.

     The costs for both severance payments and vacated leases are included in restructuring charges in our statement of operations for 2007.

     In the third quarter of 2007 contracts with three merchants that had TRM-owned ATMs in their stores were terminated, and we began removing those ATMs. In part because we no longer have field service technicians on our staff, we decided that we would not be refurbishing, upgrading and redeploying these ATMs, and we arranged to sell them to third parties. In addition, based on a review of our ATMs in storage, we decided that it would not be cost-effective to refurbish and upgrade most of our stored machines to current standards. As a result, in the third quarter of 2007 we charged $1.1 million to equipment write-offs to write down the equipment to be sold to its estimated net realizable value.

     In the third quarter of 2007 we charged $270,000 to cost of sales to write down our inventories to their estimated net realizable value due to the discontinuance of our field service staff.

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18. Quarterly Financial Information (Unaudited)

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
2007:
Sales	$	22,899		$	23,546		$	23,327		$	20,614
Net sales		8,631			8,797			8,337			7,910
Gross profit		2,744			2,768			2,710			2,589
Loss from continuing operations		(7,731	)		(1,933	)		(3,265	)		(797	)
Income (loss) from discontinued operations		5,500			(280	)		(1,624	)		1,703
Net income (loss)		(2,231	)		(2,213	)		(4,889	)		906
Basic and diluted income (loss) per share:
Continuing operations		(.45	)		(.11	)		(.19	)		(.05	)
Discontinued operations		.32			(.02	)		(.09	)		.10
Net income (loss)		(.13	)		(.13	)		(.28	)		.05
2008:
Sales	$	18,065		$	23,872		$	25,221		$	21,455
Net sales		7,438			8,976			8,703			6,752
Gross profit		2,740			3,816			3,454			3,213
Net income (loss)		(435	)		(3,706	)		(1,061	)		(20,933	)
Basic and diluted income (loss) per share:
Continuing operations		(.03	)		(.17	)		(.05	)		(.97	)
Discontinued operations		—			—			—			—
Net income (loss)		(.03	)		(.17	)		(.05	)		(.97	)

     As discussed in Note 12, during the first quarter of 2007 we sold our Canadian, United Kingdom and German ATM businesses and our United States photocopy businesses. We recorded a net gain from these sales of $9.8 million in the first quarter of 2007. We used a substantial portion of the proceeds from the sale of these businesses to repay debt, resulting in a loss on early extinguishment of debt of $4.0 million in the first quarter of 2007. In the second quarter of 2007 we sold our Canadian photocopy business.

     As discussed in Note 17, we recorded restructuring charges of $963,000 in the first quarter of 2007, and we recorded equipment and inventory write-downs totaling $1.4 million in the third quarter of 2007.

     Subsequent to the sales of our United States photocopy and Canadian photocopy and ATM businesses, we resolved certain contingencies associated with those sales. In connection with the resolution of those contingencies and our revised estimates and of the ultimate settlement of claims by the purchaser of our Untied Kingdom ATM business, we recorded additional losses on the sales of discontinued operations of $221,000 in the second quarter of 2007, $1.6 million in the third quarter of 2007, and $213,000 in the fourth quarter of 2007.

     A charge of $2.7 million is included in discontinued operations for the first quarter of 2007 to write down the carrying amount of the assets of our Canadian photocopy business to their estimated fair value less cost to sell.

     In the fourth quarter of 2007 we entered into an agreement with eFunds to terminate our Master Services Agreement. In connection with the termination of that agreement we agreed to make a payment to eFunds that was approximately $2.0 million less than the liability we had recorded for services performed under the agreement. The $2.0 million was credited to expense in the fourth quarter of 2007.

     In the fourth quarter of 2007 we closed the bank accounts of our Canadian subsidiary and transferred the cash balances to a United States bank account, substantially liquidating the Canadian subsidiary. In connection with the substantial liquidation of that subsidiary we recognized in income from discontinued operations $2.7 million of currency exchange gains previously recorded in other comprehensive income.

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     As discussed in Note 4, in the fourth quarter of 2007 we accrued a prepayment fee of $750,000 payable to the lender under TRM Inventory Funding Trust’s Loan and Servicing Agreement. The fee is included in our 2007 loss on early extinguishment of debt.

     In April 2008, we acquired LJR Consulting Corp., d.b.a. Access to Money (“Access to Money”), which was a large independently-owned ATM company. This acquisition added 4,200 ATMs to our portfolio and brought with it a service infrastructure that we can continue to build upon.

     During the fourth quarter of 2008 we recorded a non-cash charge of $19.8 million for the impairment of goodwill.

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 defined in Rules 13a-15(e) or 15(d)—15(e) under the Exchange Act) 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, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

Management’s Report on Internal Control Over Financial Reporting

     This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

     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, 2008 using criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has concluded that our internal control over financial reporting was effective as of December 31, 2008.

Changes in Internal Control Over Financial Reporting

     There were no changes in internal control over financial reporting during the fourth quarter of 2008.

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ITEM 9B. OTHER INFORMATION

     None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     The information required by this item will be set forth in our definitive proxy statement with respect to our 2009 annual meeting of shareholders to be filed not later than 120 days after December 31, 2008 and is incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item will be set forth in our definitive proxy statement with respect to our 2009 annual meeting of shareholders to be filed not later than 120 days after December 31, 2008 and is incorporated herein by this reference.

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

     The information required by this item will be set forth in our definitive proxy statement with respect to our 2009 annual meeting of shareholders to be filed not later than 120 days after December 31, 2008 and is incorporated herein by this reference.

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

     The information required by this item will be set forth in our definitive proxy statement with respect to our 2009 annual meeting of shareholders to be filed not later than 120 days after December 31, 2008 and is incorporated herein by this reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     The information required by this item will be set forth in our definitive proxy statement with respect to our 2009 annual meeting of shareholders to be filed not later than 120 days after December 31, 2008 and is incorporated herein by this reference.

64

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report

1. Financial Statements

	Page in this Report
Reports of Independent Registered Public Accounting Firms		33
Consolidated Balance Sheets as of December 31, 2007 and 2008		35
Consolidated Statements of Operations for the years ended December 31, 2006, 2007 and 2008		36
Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2006, 2007 and 2008		37
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2007 and 2008		38
Notes to Consolidated Financial Statements		39

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	Stock Purchase Agreement dated April 18, 2008 between TRM Corporation and Douglas Falcone (incorporated herein by reference to Exhibit 2.1 of Form 10-Q for the quarter ended March 31, 2008)
2.2	Share Purchase Agreement dated May 18, 2006 between TRM Copy Centers (USA) Corporation, and Digital 4 Convenience PLC, (incorporated herein by reference to Exhibit 2.1 of Form 10-K for the fiscal year ended December 31, 2006)
2.3	Asset Purchase Agreement dated December 14, 2006 between TRM (Canada) Corporation, EZEE ATM LP, and TRM Corporation (incorporated herein by reference to Exhibit 2.2 of Form 10-K for the fiscal year ended December 31, 2006)
2.4	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 (incorporated herein by reference to Exhibit 2.3 of Form 10-K for the fiscal year ended December 31, 2006)
2.5	Agreement dated January 24, 2007 between TRM Corporation, and Notemachine Limited (incorporated herein by reference to Exhibit 2.4 of Form 10-K for the fiscal year ended December 31, 2006)
2.6	Asset Purchase Agreement dated June 19, 2007 between TRM (Canada) Corporation and Multitech Services Inc. (incorporated herein by reference to Exhibit 2.1 of Form 10-Q for the period ended March 31, 2007)
3.1	(a) Articles of Amendment to the Restated Articles of Incorporation of TRM Corporation (incorporated herein by reference to Exhibit 3.1(a) of Form 10-Q for the quarter ended June 30, 2008)
	(b) 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)
	(c) 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)

65

Exhibit

Number

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])
4.2	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1)
4.3	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2)
4.4	Amended and Restated Warrant to GSO Credit Opportunities Fund (Helios), L.P., dated April 18, 2008 (incorporated by reference to Exhibit 4.5 of Form 10-Q for the quarter ended March 31, 2008)
4.5	Amended and Restated Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd., dated April 18, 2008 (incorporated by reference to Exhibit 4.6 of Form 10-Q for the quarter ended March 31, 2008)
4.6	Amended and Restated Warrant to GSO Special Situations Fund Ltd., dated April 18, 2008 (incorporated by reference to Exhibit 4.7 of Form 10-Q for the quarter ended March 31, 2008)
4.7	Amended and Restated Warrant to GSO Domestic Capital Funding Partners LP., dated April 18, 2008 (incorporated by reference to Exhibit 4.8 of Form 10-Q for the quarter ended March 31, 2008)
4.8	Warrant to LC Capital Master Fund, Ltd., dated February 8, 2008 (incorporated herein by reference to Exhibit 4.8 of Form 10-K for the fiscal year ended December 31, 2007)
4.9	Warrant to LC Capital Master Fund, Ltd., dated April 18, 2008 (incorporated herein by reference to Exhibit 4.9 of Form 10-Q for the quarter ended March 31, 2008)
4.10	Warrant to LC Capital Master Fund dated April 18, 2008 (incorporated herein by reference to Exhibit 4.10 of Form 10-Q for the quarter ended June 30, 2008)
4.11	Warrant to Cadence Special Holdings II, LLC., dated April 18, 2008 (incorporated herein by reference to Exhibit 4.11 of Form 10-Q for the quarter ended June 30, 2008)
4.12	Warrant to GSO Credit Opportunities Fund (Helios), L.P. (incorporated herein by reference to Exhibit 4.1 of Form 8-K filed on November 22, 2006)
4.13	Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd. (incorporated herein by reference to Exhibit 4.2 of Form 8-K filed on November 22, 2006)
4.14	Warrant to GSO Special Situations Fund Ltd. (incorporated herein by reference to Exhibit 4.3 of Form 8-K filed on November 22, 2006)
4.15	Warrant to GSO Domestic Capital Funding Partners LP (incorporated herein by reference to Exhibit 4.4 of Form 8-K filed on November 22, 2006)

10.1 a) Lease dated April 15, 2008 between Christian N. Peter and LJR Inc. T/A Access to Money.

b)	Lease dated January 9, 2008 between 1101 Associates, LP and TRM Corporation (for Registrant’s executive offices) incorporated herein by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2008)
c)	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])
d)	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)
e)	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)
f)	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)

66

Exhibit

Number

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)	Incentive Stock Option Agreement
b)	Non Qualified Stock Option Agreement
c)	Employee Restricted Stock Award
d)	Non-employee Restricted Stock Award

10.6 Employment Agreements:

a)	Amendment No. 1 to the Employment Agreement effective December 1, 2008, by and between TRM Corporation and Richard B. Stern
b)	Amendment No. 1 to the Employment Agreement effective December 1, 2008, by and between TRM Corporation and Michael J. Dolan
c)	Amendment No. 1 to the Employment Agreement effective December 1, 2008, by and between TRM Corporation and Douglas B. Falcone
d)	Employment Agreement dated April 18, 2008 by and between TRM Corporation and Douglas Falcone (incorporated herein by reference to Exhibit 10.6 of Form 10-Q for the quarter ended March 31, 2008)
e)	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)
f)	Employment Agreement dated May 21, 2007, by and between TRM Corporation and Richard B. Stern (incorporated herein by reference to Exhibit 10.6(c) of Form 10-Q for the period ended March 31, 2007)
g)	Consulting Agreement dated December 12, 2006, by and between TRM Corporation and Danial J. Tierney (incorporated herein by reference as Exhibit 10.6(d) of Form 10-K for the fiscal year ended December 31, 2006)
h)	Severance Agreement dated December 12, 2006 by and between TRM Corporation and Danial J. Tierney (incorporated herein by reference to Exhibit 10.6(e) of Form 10-K for the fiscal year ended December 31, 2006)
i)	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)
j)	Retainer Agreement dated May 31, 2007 by and between TRM Corporation and Jeffrey F. Brotman (incorporated herein by reference to Exhibit 10.6(b) of Form 10-Q for the period ended March 31, 2007)
k)	Employment Agreement dated August 1, 2007 by and between TRM Corporation and Michael Dolan (incorporated herein by reference to Exhibit 10.6(a) of Form 10-Q for the period ended June 30, 2007)
l)	Severance Agreement and Release of Claims dated September 17, 2007 by and between TRM Corporation and Daniel E. O’Brien (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on September 19, 2007)
m)	Retention and Severance Agreement dated November 2, 2006 by and between TRM Corporation and Jon Pitcher (incorporated herein by reference to Exhibit 10.6(i) of Form 10-0K for the year ended December 31, 2007)

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.

67

Exhibit

Number

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 (incorporated herein by reference to Exhibit 10.8(d) of Form 10-K for the fiscal year ended December 31, 2006)
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, (incorporated herein by reference to Exhibit 10.8(e) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(f) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(i) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(k) of Form 10-K for the fiscal year ended December 31, 2006)
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,

68

Exhibit

Number

	Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.8(m) of Form 10-K for the fiscal year ended December 31, 2006)
n)	Fourteenth Amendment to Loan and Servicing Agreement dated as of November 2, 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 (incorporated herein by reference to Exhibit 10.8 of Form 10-Q for the quarter ended September 30, 2007)
o)	Fifteenth Amendment to Loan and Servicing Agreement dated as of December 21, 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 (incorporated herein by reference to Exhibit 10.8(o) of Form 10-K for the fiscal year ended December 31, 2007)
p)	Sixteenth Amendment to Loan and Servicing Agreement dated as of April 18, 2008 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 10.8 of Form 10-Q for the quarter ended March 31, 2008)

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)

10.11 a) Securities Purchase Agreement dated February 8, 2008 by and among TRM Corporation, LC Capital Master Fund, Ltd., and Lampe, Conway & Co., LLC (incorporated herein by reference to Exhibit 10.11(a) of Form 10-K for the fiscal year ended December 31, 2007)

b) Amendment No. 1 to Securities Purchase Agreement dated July 21, 2008, by and among TRM Corporation, Lampe Conway & Co., LLC and LC Capital Master Fund, Ltd (incorporated herein by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2008)

69

Exhibit

Number

c)	Amendment No. 5 to Securities Purchase Agreement dated November 5, 2008 by and among TRM Corporation, Lampe Conway & Co., LLC and LC Capital Master Fund, Ltd (incorporated herein by reference to Exhibit 10.11 of Form 10-Q for the quarter ended September 30, 2008)
d)	Registration Rights Agreement dated February 8, 2008 between TRM Corporation and LC Capital Master Fund, Ltd. (incorporated herein by reference to Exhibit 10.11(b) of Form 10-K for the fiscal year ended December 31, 2007)
e)	Securities and Purchase Agreement dated April 18, 2008 among TRM Corporation, LC Capital Master Fund, Ltd., and Lampe, Conway & Co., LLC (incorporated herein by reference to Exhibit 10.11(c) of Form 10-Q for the quarter ended March 31, 2008)
f)	Amended and Restated Registration Rights Agreement dated April 18, 2008 between TRM Corporation and LC Capital Master Fund, Ltd (incorporated herein by reference to Exhibit 10.11(d) of Form 10-Q for the quarter ended March 31, 2008)
g)	Guarantee and Collateral Agreement dated April 18, 2008 among TRM Corporation, TRM ATM Corporation, TRM Copy Centers (USA) Corporation, TRM Acquisition Corporation, Access Cash International LLC, LJR Consulting Corp. d/b/a Access to Money and Lampe, Conway & Co., LLC (incorporated herein by reference to Exhibit 10.11(e) of Form 10-Q for the Quarter ended March 31, 2008)

10.12 a) Amended and Restated Settlement Agreement dated April 18, 2008 between TRM Corporation and Notemachine Limited (incorporated herein by reference to Exhibit 10.12(a) of Form 10-Q for the quarter ended March 31, 2008)

b) Guarantee and Collateral Agreement dated April 18, 2008 among TRM Corporation and Notemachine Limited (incorporated herein by reference to Exhibit 10.12(b) of Form 10-Q for the quarter ended March 31, 2008)

10.13	Subordinated Promissory Note issued to Douglas Falcone on April 18, 2008 (incorporated herein by reference to Exhibit 10.13 of Form 10-Q for the quarter ended March 31, 2008)
10.14	Vault Cash Agreement dated April 18, 2008 between TRM Corporation and Douglas Falcone (incorporated herein by reference to Exhibit 10.14 of Form 10-Q for the quarter ended March 31, 2008)
10.15	ATM Vault Cash Purchase Agreement effective June 26, 2008 by and among Genpass Technologies, LLC doing business as Elan Financial Services, TRM Inventory Funding Trust, TRM ATM Corporation, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main (incorporated herein by reference of Form 10-Q for the quarter ended June 30, 2008
10.16	ATM Vault Cash Purchase Agreement, effective November 3, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation, TRM Inventory Funding Trust and DZ Bank, AG, Deutsche Zentral-Genossenschaftsbank Frankfurt Am Main (incorporated herein by reference of Form 10-Q for the quarter ended September 30, 2008)

10.17 a) Cash Provisioning Agreement by and among Genpass Technologies LLC doing business as Elan Financial Services, TRM ATM Corporation, TRM ATM Corporation, and Pendum, Inc., dated August 28, 2007 (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on August 14, 2008)

b)	Amendment No. 1 to Cash Provisioning Agreement by and among Genpass Technologies LLC doing business as Elan Financial Services, TRM ATM Corporation, TRM ATM Corporation, and Pendum, Inc., dated May 8, 2008 (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on August 14, 2008)
c)	Amendment No. 2 to Cash Provisioning Agreement, dated October 31, 2008, by and among Genpass Technologies LLC, doing business as Elan Financial Services, TRM ATM Corporation and Pendum, Inc. (incorporated herein by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2009)
d)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Brink’s U.S., A Division of Brink’s, Incorporated (incorporated herein by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2008)
e)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Garda Global (incorporated herein by reference to Exhibit 10.4 of Form 10-Q for the quarter ended September 30, 2008)
f)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Rochester Armored

70

Exhibit

Number

	(incorporated herein by reference to Exhibit 10.5 of Form 10-Q for the quarter ended September 30, 2008)
g)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and ATM Solutions, Inc. (incorporated herein by reference to Exhibit 10.6 of Form 10-Q for the quarter ended September 30, 2008)
h)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Mount Vernon Money Center (incorporated herein by reference to Exhibit 10.7 of Form 10-Q for the quarter ended September 30, 2008)

10.18	Termination Agreement, dated November 5, 2008, by and among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank, AG, Deutsche Zentral-Genossenschaftsbank Frankfurt Am Main, GSS Holdings Inc., U.S. Bank National Association and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.8 of Form 10-Q for the quarter ended September 30, 2008)
10.19	Services Agreement dated November 3, 2008, by and among U.S. Bank National Association doing business as Elan Financial Services, TRM ATM Corporation, and eFunds Corporation (incorporated herein by reference to Exhibit 10.9 of Form 10-Q for the quarter ended September 30, 2008)
10.20	Irrevocable Letter of Credit dated October 31, 2008 from Wells Fargo Bank, N.A. in favor of U.S. Bank National Association (incorporated herein by reference to Exhibit 10.10 of Form 10-Q for the quarter ended September 30, 2008)
21.1	Subsidiaries of the Registrant
23.1	Consent of McGladrey & Pullen, LLP
23.2	Consent of PricewaterhouseCoopers LLP
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
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

71

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 March 31, 2009.

TRM CORPORATION
By:	/s/ Richard B. Stern
	Richard B. Stern
	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 March 31, 2009 on behalf of the Registrant and in the capacities indicated:

Signature	Title
/s/ Richard B. Stern Richard B. Stern	President and Chief Executive Officer (Principal Executive Officer)
/s/ Michael J. Dolan Michael J. Dolan	Chief Financial Officer (Principal Financial Officer)
/s/ Douglas B. Falcone Douglas B. Falcone	Director
/s/ Ethan S. Buyon Ethan S. Buyon	Director
/s/ Thomas S. McNamara Thomas S. McNamara	Director
/s/ Kenneth Paull Kenneth Paull	Director
/s/ Michael E. Venezia Michael E. Venezia	Director

72

EXHIBIT INDEX

Exhibit

Number

2.1	Stock Purchase Agreement dated April 18, 2008 between TRM Corporation and Douglas Falcone (incorporated herein by reference to Exhibit 2.1 of Form 10-Q for the quarter ended March 31, 2008)
2.2	Share Purchase Agreement dated May 18, 2006 between TRM Copy Centers (USA) Corporation, and Digital 4 Convenience PLC, (incorporated herein by reference to Exhibit 2.1 of Form 10-K for the fiscal year ended December 31, 2006)
2.3	Asset Purchase Agreement dated December 14, 2006 between TRM (Canada) Corporation, EZEE ATM LP, and TRM Corporation (incorporated herein by reference to Exhibit 2.2 of Form 10-K for the fiscal year ended December 31, 2006)
2.4	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 (incorporated herein by reference to Exhibit 2.3 of Form 10-K for the fiscal year ended December 31, 2006)
2.5	Agreement dated January 24, 2007 between TRM Corporation, and Notemachine Limited (incorporated herein by reference to Exhibit 2.4 of Form 10-K for the fiscal year ended December 31, 2006)
2.6	Asset Purchase Agreement dated June 19, 2007 between TRM (Canada) Corporation and Multitech Services Inc. (incorporated herein by reference to Exhibit 2.1 of Form 10-Q for the period ended March 31, 2007)
3.1	(a) Articles of Amendment to the Restated Articles of Incorporation of TRM Corporation (incorporated herein by reference to Exhibit 3.1(a) of Form 10-Q for the quarter ended June 30, 2008)
	(b) 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)
	(c) 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])
4.2	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1)
4.3	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2)
4.4	Amended and Restated Warrant to GSO Credit Opportunities Fund (Helios), L.P., dated April 18, 2008 (incorporated by reference to Exhibit 4.5 of Form 10-Q for the quarter ended March 31, 2008)
4.5	Amended and Restated Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd., dated April 18, 2008 (incorporated by reference to Exhibit 4.6 of Form 10-Q for the quarter ended March 31, 2008)
4.6	Amended and Restated Warrant to GSO Special Situations Fund Ltd., dated April 18, 2008 (incorporated by reference to Exhibit 4.7 of Form 10-Q for the quarter ended March 31, 2008)
4.7	Amended and Restated Warrant to GSO Domestic Capital Funding Partners LP., dated April 18, 2008 (incorporated by reference to Exhibit 4.8 of Form 10-Q for the quarter ended March 31, 2008)
4.8	Warrant to LC Capital Master Fund, Ltd., dated February 8, 2008 (incorporated herein by reference to Exhibit 4.8 of Form 10-K for the fiscal year ended December 31, 2007)
4.9	Warrant to LC Capital Master Fund, Ltd., dated April 18, 2008 (incorporated herein by reference to Exhibit 4.9 of Form 10-Q for the quarter ended March 31, 2008)

73

Exhibit

Number

4.10	Warrant to LC Capital Master Fund dated April 18, 2008 (incorporated herein by reference to Exhibit 4.10 of Form 10-Q for the quarter ended June 30, 2008)
4.11	Warrant to Cadence Special Holdings II, LLC., dated April 18, 2008 (incorporated herein by reference to Exhibit 4.11 of Form 10-Q for the quarter ended June 30, 2008)
4.12	Warrant to GSO Credit Opportunities Fund (Helios), L.P. (incorporated herein by reference to Exhibit 4.1 of Form 8-K filed on November 22, 2006)
4.13	Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd. (incorporated herein by reference to Exhibit 4.2 of Form 8-K filed on November 22, 2006)
4.14	Warrant to GSO Special Situations Fund Ltd. (incorporated herein by reference to Exhibit 4.3 of Form 8-K filed on November 22, 2006)
4.15	Warrant to GSO Domestic Capital Funding Partners LP (incorporated herein by reference to Exhibit 4.4 of Form 8-K filed on November 22, 2006)

10.1 a) Lease dated April 15, 2008 between Christian N. Peter and LJR Inc. T/A Access to Money.

b)	Lease dated January 9, 2008 between 1101 Associates, LP and TRM Corporation (for Registrant’s executive offices) incorporated herein by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2008)
c)	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])
d)	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)
e)	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)
f)	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)	Incentive Stock Option Agreement
b)	Non Qualified Stock Option Agreement
c)	Employee Restricted Stock Award
d)	Non-employee Restricted Stock Award

10.6 Employment Agreements:

a)	Amendment No. 1 to the Employment Agreement effective December 1, 2008, by and between TRM Corporation and Richard B. Stern
b)	Amendment No. 1 to the Employment Agreement effective December 1, 2008, by and between TRM Corporation and Michael J. Dolan
c)	Amendment No. 1 to the Employment Agreement effective December 1, 2008, by and between TRM Corporation and Douglas B. Falcone

74

Exhibit

Number

d)	Employment Agreement dated April 18, 2008 by and between TRM Corporation and Douglas Falcone (incorporated herein by reference to Exhibit 10.6 of Form 10-Q for the quarter ended March 31, 2008)
e)	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)
f)	Employment Agreement dated May 21, 2007, by and between TRM Corporation and Richard B. Stern (incorporated herein by reference to Exhibit 10.6(c) of Form 10-Q for the period ended March 31, 2007)
g)	Consulting Agreement dated December 12, 2006, by and between TRM Corporation and Danial J. Tierney (incorporated herein by reference as Exhibit 10.6(d) of Form 10-K for the fiscal year ended December 31, 2006)
h)	Severance Agreement dated December 12, 2006 by and between TRM Corporation and Danial J. Tierney (incorporated herein by reference to Exhibit 10.6(e) of Form 10-K for the fiscal year ended December 31, 2006)
i)	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)
j)	Retainer Agreement dated May 31, 2007 by and between TRM Corporation and Jeffrey F. Brotman (incorporated herein by reference to Exhibit 10.6(b) of Form 10-Q for the period ended March 31, 2007)
k)	Employment Agreement dated August 1, 2007 by and between TRM Corporation and Michael Dolan (incorporated herein by reference to Exhibit 10.6(a) of Form 10-Q for the period ended June 30, 2007)
l)	Severance Agreement and Release of Claims dated September 17, 2007 by and between TRM Corporation and Daniel E. O’Brien (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on September 19, 2007)
m)	Retention and Severance Agreement dated November 2, 2006 by and between TRM Corporation and Jon Pitcher (incorporated herein by reference to Exhibit 10.6(i) of Form 10-0K for the year ended December 31, 2007)

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 (incorporated herein by reference to Exhibit 10.8(d) of Form 10-K for the fiscal year ended December 31, 2006)
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

75

Exhibit

Number

	Zentral-Genossenschaftsbank Frankfurt am Main, and U.S. Bank National Association, (incorporated herein by reference to Exhibit 10.8(e) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(f) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(i) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(k) of Form 10-K for the fiscal year ended December 31, 2006)
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 (incorporated herein by reference to Exhibit 10.8(m) of Form 10-K for the fiscal year ended December 31, 2006)
n)	Fourteenth Amendment to Loan and Servicing Agreement dated as of November 2, 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 (incorporated herein by reference to Exhibit 10.8 of Form 10-Q for the quarter ended September 30, 2007)
o)	Fifteenth Amendment to Loan and Servicing Agreement dated as of December 21, 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 (incorporated herein by reference to Exhibit 10.8(o) of Form 10-K for the fiscal year ended December 31, 2007)
p)	Sixteenth Amendment to Loan and Servicing Agreement dated as of April 18, 2008 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 10.8 of Form 10-Q for the quarter ended March 31, 2008)

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)

76

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)

10.11 a) Securities Purchase Agreement dated February 8, 2008 by and among TRM Corporation, LC Capital Master Fund, Ltd., and Lampe, Conway & Co., LLC (incorporated herein by reference to Exhibit 10.11(a) of Form 10-K for the fiscal year ended December 31, 2007)

b)	Amendment No. 1 to Securities Purchase Agreement dated July 21, 2008, by and among TRM Corporation, Lampe Conway & Co., LLC and LC Capital Master Fund, Ltd (incorporated herein by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2008)
c)	Amendment No. 5 to Securities Purchase Agreement dated November 5, 2008 by and among TRM Corporation, Lampe Conway & Co., LLC and LC Capital Master Fund, Ltd (incorporated herein by reference to Exhibit 10.11 of Form 10-Q for the quarter ended September 30, 2008)
d)	Registration Rights Agreement dated February 8, 2008 between TRM Corporation and LC Capital Master Fund, Ltd. (incorporated herein by reference to Exhibit 10.11(b) of Form 10-K for the fiscal year ended December 31, 2007)
e)	Securities and Purchase Agreement dated April 18, 2008 among TRM Corporation, LC Capital Master Fund, Ltd., and Lampe, Conway & Co., LLC (incorporated herein by reference to Exhibit 10.11(c) of Form 10-Q for the quarter ended March 31, 2008)
f)	Amended and Restated Registration Rights Agreement dated April 18, 2008 between TRM Corporation and LC Capital Master Fund, Ltd (incorporated herein by reference to Exhibit 10.11(d) of Form 10-Q for the quarter ended March 31, 2008)
g)	Guarantee and Collateral Agreement dated April 18, 2008 among TRM Corporation, TRM ATM Corporation, TRM Copy Centers (USA) Corporation, TRM Acquisition Corporation, Access Cash International LLC, LJR Consulting Corp. d/b/a Access to Money and Lampe, Conway & Co., LLC (incorporated herein by reference to Exhibit 10.11(e) of Form 10-Q for the Quarter ended March 31, 2008)

10.12 a) Amended and Restated Settlement Agreement dated April 18, 2008 between TRM Corporation and Notemachine Limited (incorporated herein by reference to Exhibit 10.12(a) of Form 10-Q for the quarter ended March 31, 2008)

b) Guarantee and Collateral Agreement dated April 18, 2008 among TRM Corporation and Notemachine Limited (incorporated herein by reference to Exhibit 10.12(b) of Form 10-Q for the quarter ended March 31, 2008)

77

Exhibit

Number

10.13	Subordinated Promissory Note issued to Douglas Falcone on April 18, 2008 (incorporated herein by reference to Exhibit 10.13 of Form 10-Q for the quarter ended March 31, 2008)
10.14	Vault Cash Agreement dated April 18, 2008 between TRM Corporation and Douglas Falcone (incorporated herein by reference to Exhibit 10.14 of Form 10-Q for the quarter ended March 31, 2008)
10.15	ATM Vault Cash Purchase Agreement effective June 26, 2008 by and among Genpass Technologies, LLC doing business as Elan Financial Services, TRM Inventory Funding Trust, TRM ATM Corporation, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main (incorporated herein by reference of Form 10-Q for the quarter ended June 30, 2008
10.16	ATM Vault Cash Purchase Agreement, effective November 3, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation, TRM Inventory Funding Trust and DZ Bank, AG, Deutsche Zentral-Genossenschaftsbank Frankfurt Am Main (incorporated herein by reference of Form 10-Q for the quarter ended September 30, 2008)

10.17 a) Cash Provisioning Agreement by and among Genpass Technologies LLC doing business as Elan Financial Services, TRM ATM Corporation, TRM ATM Corporation, and Pendum, Inc., dated August 28, 2007 (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on August 14, 2008)

b)	Amendment No. 1 to Cash Provisioning Agreement by and among Genpass Technologies LLC doing business as Elan Financial Services, TRM ATM Corporation, TRM ATM Corporation, and Pendum, Inc., dated May 8, 2008 (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on August 14, 2008)
c)	Amendment No. 2 to Cash Provisioning Agreement, dated October 31, 2008, by and among Genpass Technologies LLC, doing business as Elan Financial Services, TRM ATM Corporation and Pendum, Inc. (incorporated herein by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2009)
d)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Brink’s U.S., A Division of Brink’s, Incorporated (incorporated herein by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2008)
e)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Garda Global (incorporated herein by reference to Exhibit 10.4 of Form 10-Q for the quarter ended September 30, 2008)
f)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Rochester Armored (incorporated herein by reference to Exhibit 10.5 of Form 10-Q for the quarter ended September 30, 2008)
g)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and ATM Solutions, Inc. (incorporated herein by reference to Exhibit 10.6 of Form 10-Q for the quarter ended September 30, 2008)
h)	Cash Provisioning Agreement, dated October 31, 2008, by and among U.S. Bank National Association, doing business as Elan Financial Services, TRM ATM Corporation and Mount Vernon Money Center (incorporated herein by reference to Exhibit 10.7 of Form 10-Q for the quarter ended September 30, 2008)

10.18	Termination Agreement, dated November 5, 2008, by and among TRM Inventory Funding Trust, TRM ATM Corporation, Autobahn Funding Company LLC, DZ Bank, AG, Deutsche Zentral-Genossenschaftsbank Frankfurt Am Main, GSS Holdings Inc., U.S. Bank National Association and Wilmington Trust Company (incorporated herein by reference to Exhibit 10.8 of Form 10-Q for the quarter ended September 30, 2008)
10.19	Services Agreement dated November 3, 2008, by and among U.S. Bank National Association doing business as Elan Financial Services, TRM ATM Corporation, and eFunds Corporation (incorporated herein by reference to Exhibit 10.9 of Form 10-Q for the quarter ended September 30, 2008)
10.20	Irrevocable Letter of Credit dated October 31, 2008 from Wells Fargo Bank, N.A. in favor of U.S. Bank National Association (incorporated herein by reference to Exhibit 10.10 of Form 10-Q for the quarter ended September 30, 2008)
21.1	Subsidiaries of the Registrant

78

Exhibit

Number

23.1	Consent of McGladrey & Pullen, LLP
23.2	Consent of PricewaterhouseCoopers LLP
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
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

79

Schedule II — Valuation and Qualifying Accounts

Years ended December 31, 2006, 2007 and 2008
(In thousands)

			Additions		Additions
	Balance at		Charged to		Charged								Balance at
	Beginning		Costs and		to Other		Deductions -						End of
	of Period		Expenses		Accounts		Write Offs			Reclassifications			Period
Year ended December 31, 2006
Allowance for deferred taxes		1,216		41,332		—		—			(4,899	)(1)		37,649
Allowance for doubtful accounts		1,742		912		—		(1,140	)		(1,046	)(1)		468
Year ended December 31, 2007
Allowance for deferred taxes		37,649		16,288		—		—			—			53,937
Allowance for doubtful accounts		468		171		—		(285	)		—			354
Year ended December 31, 2008
Allowance for deferred taxes		53,937		8,805		—		—			—			62,742
Allowance for doubtful accounts		354		294		—		—			—			648

¹ Reclassified as assets held for sale

EX-10.1(A)

Exhibit 10.1(a)

Lease Agreement

     THIS LEASE AGREEMENT, made the 15^th day of April 2008, between Christian N. Peter residing or located at 9 Whippany Road in the Township of Hanover in the County of Morris and State of New Jersey, herein designated as the Landlord, and LJR Inc. T/A Access to Money residing or located at 628 Route 10 in the Town of Whippany in the County of Morris and State of New Jersey 07981, herein designated as the Tenant;

     Witnesseth that, the Landlord does hereby lease to the Tenant and the Tenant does hereby rent from the Landlord, the following described premises:

     14289+/- square feet located at 628 Route 10, Unit #6, 7, 8, 9, 10 &11 for a term of five (5) years commencing on July 1, 2008, and ending on June 30, 2013, to be used and occupied only and for no other purpose than offices and equipment setup.

     Upon the following conditions and covenants:

     1^st: The Tenant covenants and agrees to pay to the Landlord, as rent for and during the term hereof, the sum of $** per month in the following manner: in monthly payments in advance, due on or before the first of each month. **$13.00 psf year #1, $13.50 psf year #2, $14.00 psf year #3, $14.50 psf year #4, and $15.00 psf year #5.

     2^nd: The Tenant has examined the premises and has entered into this lease without any representation on the part of the Landlord as to the condition thereof. The Tenant shall take good care of the premises and shall at the Tenant’s own cost and expense, make all repairs, including painting decorating, and shall maintain the premises in good condition and state of repair, and at the end or other expiration of the term hereof, shall deliver up the rented premises in good order and condition, wear and tear from a reasonable use thereof, and damage by the elements not resulting from the neglect or fault of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and maintain the same in a clean condition, free from debris, trash, refuse, snow and ice.

     3^rd: In case of the destruction of or any damage to the glass in the leased premises, or the destruction of or damage of any kind whatsoever to the said premises, caused by the carelessness, negligence or improper conduct on the part of the Tenant or the Tenant’s agents, employees, guests, licensees, invitees, subtenants, assignees or successors, the Tenant shall repair the said damage or replace or restore any destroyed parts of the premises, as speedily as possible, at the Tenant’s own cost and expense.

     4^th: No alterations, additions or improvements shall be made, and no climate regulating, air conditioning, cooling, heating or sprinkler systems, televisions or radio antennas, heavy equipment, apparatus and fixtures, shall be installed in or attached to the leased premises, without the written consent of the Landlord. Unless otherwise provided herein, all such alterations, additions or improvements and systems, when made, installed in or attached to the said premises, shall belong to and become the property of the Landlord and shall be surrendered with the premises and as part thereof upon the expiration or sooner termination of this lease, without hindrance, molestation or injury.

     5^th: The Tenant shall not place nor allow to be placed any signs of any kind whatsoever, upon, in or about the said premises or any part thereof except of a design and structure and in or at such places as may be indicated and consented to by the Landlord in writing. In case the Landlord or the Landlord’s agents, employees or representatives shall deem it necessary to remove any such signs in order to paint or make any repairs, alterations or improvements in or upon said premises or any part thereof, they may be so removed, but shall be replaced at the Landlord’s expense when the said repairs, alterations or improvements shall have been completed. Any signs permitted by the Landlord shall at all times conform with all municipal ordinances or other laws and regulations applicable thereto.

     6^th: The Tenant shall pay when due all rents or charges for water or other utilities used by the Tenant, which are or may be assessed or imposed upon the leased premises or which are or may be charged to the Landlord by the suppliers thereof during the term hereof, and if not paid, such rents or charges shall be added and become payable as additional rent with the installment of rent next due or within 30 days of demand therefore, whichever occurs sooner.

     7^th: The Tenant shall promptly comply with all laws, ordinances, rules, regulations, requirements and directives of the Federal, State and Municipal Governments or Public Authorities and of all their departments, bureaus and subdivisions, applicable to and affecting the said premises, their use and occupancy, for the correction, prevention and abatement of nuisances, violations or other grievances in, upon or connected with the said premises, during the term hereof; and shall promptly comply with all orders, regulations, requirements and directives of the Board of Fire Underwriters or similar authority and of any insurance companies which have issued or are about to issue policies of insurance covering the said premises and its contents, for the prevention of fire or other casualty, damage or injury, at the Tenant’s own cost and expense.

     8^th: The Tenant, at Tenant’s own cost and expense, shall obtain or provide and keep in full force for the benefit of the Landlord, during the term hereof, general public liability insurance, insuring the Landlord against any and all liability or claims of liability arising out of, occasioned by or resulting from any accident or otherwise in or about the leased premises, for injuries to any person or persons, for limits of not less than $500,000 for injuries to one person and $1,000,000 for injuries to more than one person, in any once accident or occurrence, and for loss or damage to the property of any person or persons, for not less than $500,000. The policy or policies of insurance shall be of a company or companies authorized to do business in this State and shall be delivered to the Landlord, together with evidence of the payment of the premiums therefore, not less than fifteen days prior to the commencement of the term hereof or of the date when the Tenant shall enter into possession, whichever occurs sooner. At least fifteen days prior to the expiration or termination date of any policy, the Tenant shall deliver a renewal or replacement policy with proof of the payment of the premium therefore. The Tenant also agrees to and shall save, hold and keep harmless and indemnify the Landlord from and for any and all payments, expenses, costs, attorney fees and from and for any and all claims and liability for losses or damage to property or injuries to persons occasioned wholly or in part by or resulting from any acts or omissions by the Tenant or Tenant’s agents, employees, guests, licensees, invitees, subtenants, assignees or successors, or for any cause or reason whatever arising out of or by reason of the occupancy by the Tenant and the conduct of the Tenant’s business.

     9^th: The Tenant shall not, without the written consent of the Landlord, assign, mortgage or hypothecate this lease, nor sublet or sublease the premises or any part thereof.

     10^th: The Tenant shall not occupy or use the leased premises or any part thereof, nor permit or suffer the same to be occupied or used for any purposes other than as herein limited, nor for any purpose deemed unlawful, disreputable, or extra hazardous, on account of fire or other casualty. No trade or occupation shall be conducted on the leased premises that is contrary to any municipal law or ordinance.

     11^th: This lease shall not be a lien against the leased premises in respect to any mortgages that may hereafter be placed upon said premises. The recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this lease, irrespective of the date of recording and the Tenant agrees to execute any instruments, without cost, which may be deemed necessary or desirable, to further effect the subordination of this lease to any such mortgage or mortgages. A refusal by the Tenant to execute such instruments shall entitle the Landlord to the option of cancelling this lease, and the term hereof is hereby expressly limited accordingly.

     12^th: If the land and premises leased herein, or of which the leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and or shall sell and convey the said premises or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof, then this lease, at the option of the Landlord, shall terminate, and the term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to damages, if any are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the said lands and premises or any portion thereof. The Tenant covenants and agrees to vacate the said premises, remove all the Tenant’s personal property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages, and losses as the Landlord may incur by reason of the Tenant’s breach hereof.

     13^th: In case of fire or other casualty, the Tenant shall give immediate notice to the Landlord. If the premises shall be partially damaged by fire, the elements or other casualty, the Landlord shall repair the same as speedily as

practicable, but Tenant’s obligation to pay the rent hereunder shall not cease. If, in the opinion of the Landlord, the premises be so extensively and substantially damaged as to render them untenantable, then the rent shall cease until such time as the premises shall be made tenantable by the Landlord. However, if, in the opinion of the Landlord, the premises be totally destroyed or so extensively and substantially damaged as to require practically a rebuilding thereof, then the rent shall be paid up to the time of such destruction and then and from thenceforth this lease shall come to an end. In no event, however, shall the provisions of this clause become effective or be applicable, if the fire or other casualty and damage shall be the result of the carelessness, negligence or improper conduct of the Tenant or the Tenant’s agents, employees, guests, licensees, invitees, subtenants, assignees or successors. In such case, the Tenant’s liability for the payment of the rent and the performance of all the covenants, conditions and terms hereof on the Tenant’s part to be performed shall continue and the Tenant shall be liable to the Landlord for the damage and loss suffered by the Landlord. If the Tenant shall have been insured against any of the risks herein covered, then the proceeds of such insurance shall be paid over to the Landlord to the extent of the Landlord’s costs and expenses to make repairs hereunder, and such insurance carriers shall have no recourse against the Landlord for reimbursement.

     14^th: If the Tenant shall fail or refuse to comply with and perform any conditions covenants of the within lease, the Landlord may, if the Landlord so elects, carry out and perform such conditions and covenants, at the cost and expense of the Tenant, and the said cost and expense shall be payable on demand, or at the option of the Landlord, shall be added to the installment of rent due immediately thereafter but in no case later than one month after such demand, whichever occurs sooner, and shall be due and payable as such. This remedy shall be in addition to such other remedies as the Landlord may have hereunder by reason of the breach by the Tenant of any of the covenants and conditions in this lease contained.

     15^th: The Tenant agrees that the Landlord and the Landlord’s agents, employees or other representatives, shall have the right to enter into and upon the said premises or any part thereof, at all reasonable hours, for the purpose of examining the same or making such repairs or alterations therein as may be necessary for the safety and preservation thereof. This clause shall not be deemed to be a covenant by the Landlord nor be construed to create an obligation on the part of the Landlord to make such inspection or repairs.

     16^th: The Tenant agrees to permit the Landlord and the Landlord’s agents, employees or other representatives to show the premises to persons wishing to rent or purchase the same, and the Tenant agrees that on and after 180 days next preceding the expiration of the term hereof, the Landlord or Landlord’s agents, employees or other representatives shall have the right to place notices on the front of the said premises or any part thereof, offering the premises for rent or for sale; and the Tenant hereby agrees to permit the same to remain thereon without hindrance or molestation.

     17^th: If for any reason it shall be impossible to obtain fire and other hazard insurance on the buildings and improvements on the leased premises, in an amount and in the form and in insurance companies acceptable to the Landlord, the Landlord may, if the Landlord so elects at any time thereafter, terminate this lease and the term hereof, upon giving to the Tenant fifteen days notice in writing of the Landlord’s intention so to do, and upon the giving of such notice, this lease and the term thereof shall terminate. If by reason of the use to which the premises are put by the Tenant or character of or the manner in which the Tenant’s business is carried on, the insurance rates for fire and other hazards shall be increased, the Tenant shall upon demand, pay the Landlord, as rent, the amounts by which the premiums for such insurance are increased. Such payment shall be paid with the next installment of rent but in no case later than one month after such demand, whichever occurs sooner.

     18^th: Any equipment, fixtures, goods or other property of the Tenant, not removed by the Tenant upon the termination of this lease, or upon any quitting, vacating or abandonment of the premises by the Tenant, or upon the Tenant’s eviction, shall be considered as abandoned and the Landlord shall have the right, without any notice to the Tenant, to sell or otherwise dispose of the same, at the expense of the Tenant, and shall not be accountable to the Tenant for any part of the proceeds of such sale, if any.

     19^th: If there should occur any default on the part of the Tenant in the performance of any conditions and covenants herein contained, or if during the term hereof the premises or any part thereof shall be or become abandoned or deserted, vacated or vacant, or should the Tenant be evicted by summary proceedings or otherwise, the Landlord, in addition to any other remedies herein contained or as may be permitted by law, may either by force or otherwise, without being liable for prosecution therefor, or for damages, re-enter the said premises and the same have and again possess and enjoy; and as agent for the Tenant or otherwise, re-let the premises and receive the rents therefore and apply the same, first to the payment of such expenses, reasonable attorney fees and costs, as the Landlord may have been put to in re-entering and repossessing the same and in making such repairs and alterations as may be necessary; and second to the payment of the rents due hereunder. The Tenant shall remain liable for such rents as may be in arrears and also the rents as may accrue subsequent to the re-entry by the Landlord, to the extent of the difference

between the rents reserved hereunder and the rents, if any, received by the Landlord during the remainder of the unexpired term hereof, after deducting the aforementioned expenses, fees and costs; the same to be paid as such deficiencies arise and are ascertained each month.

     20^th: Upon the occurrence of any of the contingencies set forth in the preceding clause, or should the Tenant be adjudicated a bankrupt, insolvent or placed in receivership, or should proceedings be instituted by or against the Tenant for bankruptcy, insolvency, receivership agreement of composition or assignment for the benefit of creditors, or if this lease or the estate of the Tenant hereunder shall pass to another by virtue of any court proceedings, writ of execution, levy, sale, or by operation of law, the Landlord may, if the Landlord so elects, at any time thereafter, terminate this lease and the term hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other person in charge of or acting as custodian of the assets or property of the Tenant, five days notice in writing, of the Landlord’s intention so to do. Upon giving of such notice, this lease and the term hereof shall end on the date fixed in such notice as if the said date was the date originally fixed in this lease for the expiration hereof; and the Landlord shall have the right to remove all persons, goods, fixtures and chattels therefrom, by force or otherwise, without liability for damages.

     21^st: The Landlord shall not be liable for any damage or injury which may be sustained by the Tenant or any other person, as a consequence of the failure, breakage, leakage or obstruction of the water, plumbing steam, sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts or the like or of the electrical, gas, power, conveyor, refrigeration, sprinkler, air conditioning or heating systems, elevators or hoisting equipment; or by reason of the elements; or resulting from the carelessness, negligence or improper conduct on the part of any other Tenant or of the Landlord or the Landlord’s or this or any other Tenant’s agents, employees, guests, licensees, invitees, subtenants, assignees or successors; or attributable to any interference with, interruption of or failure, beyond the control of the Landlord, of any services to be furnished or supplied by the Landlord.

     22^nd: The various rights, remedies, options and elections of the Landlord, expressed herein, are cumulative, and the failure of the Landlord to enforce strict performance by the Tenant of the conditions and covenants of this lease or to exercise any election or option, or to resort or have recourse to any remedy herein conferred or the acceptance by the Landlord of any installment of rent after any breach by the Tenant, in any one or more instances, shall not be construed or deemed to be a waiver or relinquishment for the future by the Landlord of any such conditions and covenants, options, elections or remedies, but the same shall continue in full force and effect.

     23^rd: This lease and the obligation of the Tenant to pay the rent hereunder and to comply with the covenants and conditions hereof, shall not be affected, curtailed, impaired or excused because of the Landlord’s inability to supply any service or material called for herein, by reason of any rule, order, regulation or preemption by any governmental entity, authority, department, agency or subdivision or for any delay which may arise by reason of negotiations for the adjustment of any fire or other casualty loss or because of strikes or other labor trouble or for any cause beyond the control of the Landlord.

     24^th: The terms, conditions, covenants and provisions of this lease shall be deemed to be severable. If any clause or provision herein contained shall be adjudged to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision herein, but such other clauses or provisions shall remain in full force and effect.

     25^th: All notices required under the terms of this lease shall be given and shall be complete by mailing such notices by certified or registered mail, return receipt requested, to the address of the parties as shown at the head of this lease, or to such other address as may be designated in writing, which notice of change of address shall be given in the same manner.

     26^th: The Landlord covenants and represents that the Landlord is the owner of the premises herein leased and has the right and authority to enter into, execute and deliver this lease; and does further covenant that the Tenant on paying the rent and performing the conditions and covenants herein contained, shall and may peaceably and quietly have, hold and enjoy the leased premises for the term aforementioned.

     27^th: This lease contains the entire contract between the parties. No representatives, agent or employee of the Landlord has been authorized to make any representations or promises with reference to the within letting or to vary, alter or modify the terms hereof. No additions, changes or modifications, renewals or extensions hereof, shall be binding unless reduced to writing and signed by the Landlord and the Tenant.

     28^th: Not Applicable.

     29^th: If any other mechanics’ or other liens shall be created or filed against the leased premises by reason of labor performed or materials furnished for the Tenant in the erection, construction, completion, alteration, repair or addition to any building or improvement, the Tenant shall upon demand, at the Tenant’s own cost and expense, cause such lien or liens to be satisfied and discharged of record together with any Notices of Intention that may have filed. Failure so to do, shall entitle the Landlord to resort to such remedies as are provided herein in the case of any default of this lease, in addition to such as are permitted by law.

     30^th: The Tenant waives all rights of recovery against the Landlord or Landlord’s agents, employees or other representatives, for any loss, damages or injury of any nature whatsoever to property or persons for which the Tenant is insured. The Tenant shall obtain from Tenant’s insurance carriers and will deliver to the Landlord, waivers of the subrogation rights under the respective policies.

     31^st: The Tenant has this day deposited with the Landlord the sum of 30959.50* as security for the payment of the rent hereunder and the full and faithful performance by the Tenant of the covenants and conditions on the part of the Tenant to be performed. Said sum shall be returned to the Tenant, without interest, after the expiration of the term hereof, provided that the Tenant has fully and faithfully performed all such covenants and conditions and is not in arrears in rent. During the term hereof, the Landlord may, if the Landlord so elects, have recourse to such security, to make good any default by the Tenant, in which event the Tenant shall, on demand, promptly restore said security to its original amount. Liability to repay said security to the Tenant shall run with the reversion and title to said premises, whether any change in ownership thereof be by voluntary alienation or as the result of judicial sale, foreclosure or other proceedings, or the exercise of a right of taking or entry by any mortgagee. The Landlord shall assign or transfer said security, for the benefit of the Tenant, to any subsequent owner or holder of the reversion or title to said premises, in which case the assignee shall become liable for the repayment thereof as herein provided, and the assignor shall be deemed to be released by the Tenant from all liability to return such security. This provision shall be applicable to every alienation or change in title and shall in no wise be deemed to permit the Landlord to retain the security after termination of the Landlord’s ownership of the reversion or title. The Tenant shall not mortgage, encumber or assign said security without the written consent of the Landlord.

     The Landlord may pursue the relief or remedy sought in any invalid clause, by conforming the said clause with the provisions of the statutes or the regulations of any governmental agency in such case made and provided as if the particular provisions of the applicable statutes or regulations were set forth herein at length.

     In all references herein to any parties, persons, entities or corporations the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require. All the terms, covenants and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective parties hereto, and their heirs, executors, administrators, personal or legal representatives, successors and assigns.

     In Witness Whereof, the parties hereto have hereunto set their hands and seals, or caused these presents to be signed by their proper corporate officers and their proper corporate seal to be hereto affixed, the day and year first above written.

* Security deposit shall not be substituted for final month’s rent.

Signed, Sealed and Delivered in the presence of or attested by	/s/ Christian N. Peter
	Landlord
	/s/ Douglas B. Falcone Chief Operating Officer                                          Tenant

Rider to Lease 628 Route 10

     33. Landlord represents that the electrical, heating and air conditioning equipment will be in proper working order at the commencement of this lease. Tenant shall be responsible for the maintenance and repair of said systems. Tenant shall secure a yearly maintenance contract from a recognized HVAC service organization to service and maintain said equipment.

     34. In the event that any rental payment is more than five (5) days late, Tenant shall pay additional service charge of $100.00 per day from the 1^st day of the month. Landlord agrees to provide a monthly statement in advance of payment due.

     35. Tenant, within 20 days of presentation by Landlord of receipted bill, shall pay 40.8% of the lawn maintenance costs for the common areas. Said costs are to be determined by competitive bids with no administration costs allowed to the Landlord.

     36. Tenant shall pay to the Landlord, within 20 days of presentation of receipted bill, 40.8% of the cost to the Landlord to insure the Landlord’s interest in said premises from fire, liability, loss of rents, and other hazards.

     37. Tenant shall be responsible for the removal of snow from sidewalk in front of its unit. Tenant shall also pay 40.8% of the snow removal costs for the common areas. Said costs shall be determined by competitive bids with no administrative costs allowed for the Landlord.

     38. Tenant shall pay the Landlord in equal monthly payments in advance, 40.8% of the real estate taxes assessed by the Township of Hanover against Block 7502 Lot 16. Tenant shall deposit with the Landlord the equivalent of two months of said proportionate tax payments to be held in escrow by the Landlord.

     39. Tenant shall have the option to renew this lease for an additional five years period at a rate to be determined by prevailing market provided the Tenant notifies the Landlord in writing of their intention to renew by December 1, 2012.

     40. After September 1, 2010 Tenant shall have the right of first refusal on Unit #5 at 628 Route 10, Whippany, New Jersey.

/s/ Christian N. Peter Landlord	/s/ Douglas B. Falcone Tenant
April 22, 2008

EX-10.5(A)

Exhibit 10.5(a)

INCENTIVE STOCK OPTION AGREEMENT
(Grant by Compensation Committee of the Board of Directors)

EFFECTIVE DATE:

BETWEEN:	TRM Corporation, an Oregon corporation	the “Company”
AND:		the “Optionee”

     To attract and retain able, experienced, and trained people and to provide additional incentive to key employees, the Board of Directors of the Company (the “Board”) adopted and the shareholders of the Company approved the TRM Corporation Omnibus Stock Incentive Plan (the “Plan”). Pursuant to the Plan, the Board has granted to the Optionee an option to purchase shares of the Company’s Common Stock, no par value (the “Stock”), in the amount indicated below.

     NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows:

     1. Grant. The Company grants to the Optionee upon the terms and conditions set forth below the right and option (the “Option”), subject to the vesting schedule set forth in paragraph 3, to purchase any part of an aggregate of                      shares of the Company’s authorized but unissued Stock at a purchase price of $                     per share, this price being the fair market value of the shares as determined pursuant to the Plan on the date of the grant of this Option. It is the intent of the Board that this Option qualify as an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The Option is given upon the following terms and conditions:

          (a) Subject to reduction in the Option term as provided in subparagraphs (b), (d) and (f) below, the Option granted shall continue in effect until                      years from the date hereof. Subject to the vesting schedule set forth in paragraph 3, the Option may be exercised at any time and from time to time over the term of the Option.

          (b) Except as provided in subparagraph (d) hereof, the Option shall not be exercised unless at the time of such exercise the Optionee is in the employ of the Company or a parent or subsidiary corporation of the Company and shall have been so employed continuously since the date the Option was granted, and then only to the extent specified in paragraph 3. Absence on leave or on account of illness under rules established by the Board or by the Compensation Committee of the Board (the “Committee”) shall not be deemed an interruption of employment for purposes of the Option.

          (c) The Option shall not be assignable or transferable by the Optionee except by will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. The option shall be exercisable during the Optionee’s lifetime only by the Optionee.

          (d) In the event the employment of the Optionee by the Company or a parent or subsidiary corporation of the Company shall terminate by retirement or for any reason other than because of death or physical disability preventing the Optionee from performing the Optionee’s regular duties, the Option may be exercised by the Optionee at any time prior to the expiration date of the Option or the expiration of three months after the date of such termination of employment, whichever is the shorter period, but only to the extent that the Optionee was entitled to exercise the Option on the date of termination. If the Optionee’s employment is terminated because of physical disability within the meaning of Section 22(e)(3) of the Code, the Option may be exercised by the Optionee at any time prior to the expiration date of the Option or the expiration of 12 months after the date of such termination, whichever is the shorter period, but only to the extent the Optionee was entitled to exercise the Option on the date of termination. If the Optionee dies while in the employ of the Company or a parent or subsidiary corporation of the Company, the option may be exercised at any time prior to the expiration date of the Option or the expiration of 12 months after the date of the Optionee’s death, whichever is the shorter period, but only to the extent the Optionee was entitled to exercise the Option on the date of death, and only by the persons to whom such Optionee’s rights under the Option pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile

at the time of death. To the extent that the Option is not exercised within the limited period provided above, all further rights to purchase shares pursuant to the Option shall end at the expiration of such period.

          (e) Subject to the terms and conditions set forth herein and in the Plan, the restrictions on the Option subject to this Agreement imposed hereunder or pursuant to the Plan shall lapse on each Vesting Date with respect to the Option to which such Vesting Date is applicable. The Option subject to this Agreement shall, however, be fully vested upon a Change in Control to the extent provided in the Plan (such event being treated as a Vesting Date for these purposes).

          (f) Shares may be purchased pursuant to the Option only upon receipt by the Company of written notice from the Optionee of the Optionee’s desire to purchase, specifying the number of shares the Optionee desires to purchase and the date on which the Optionee desires to complete the purchase, which shall not be more than 30 days after receipt of the notice. On or before the date specified for completion of the purchase of the shares, the Optionee shall pay the Company the full purchase price of the shares in cash. No shares shall be issued until full payment has been made, and the Optionee shall have none of the rights of a shareholder until shares are issued. Upon notification of the amount due and prior to or concurrently with delivery of the certificate representing the shares, the Optionee shall pay to the Company any amounts necessary to satisfy applicable federal, state, and local withholding tax requirements.

          (g) Except as provided in the final sentence of this subparagraph (g), if the outstanding shares of Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of any reorganization, merger, consolidation, reclassification, stock split-up, combination of shares, or dividend payable in shares, the Board or the Committee shall make appropriate adjustment in the number and kind of shares as to which the Option, or portion thereof then unexercised, shall be exercisable, in order that the Optionee’s proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in the Option shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the option price per share. The Company shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board or the Committee. Any such adjustment made by the Board or the Committee shall be conclusive.

     2. Conditions. The obligations of the Company under this Agreement shall be subject to the approval of such state or federal authorities or agencies as may have jurisdiction in the matter. The Company will use its best efforts to take such steps as may be required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the issuance or sale of any shares acquired pursuant to this Agreement or the listing of such shares on any such exchange. The Company shall not be obligated to issue or deliver shares under this Agreement if, upon advice of its legal counsel, such issuance or delivery would violate state or federal securities laws.

     3. Vesting Schedule. The Option shall initially not be exercisable. Except as provided in the final sentence of paragraph 1(f), the Option shall vest and become exercisable as to the number of shares specified below on each date specified below until the Option is exercisable in full:

	Shares Vesting
Vesting Date	on Such Date

     4. Legends. Certificates representing the shares subject to this Agreement shall bear such legends as the Company shall deem appropriate to reflect any restrictions on transfer imposed by federal or applicable state securities laws.

     5. Employment. Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to be continued in the employment of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary to terminate the Optionee’s employment at any time for any reason, with or without cause, or to decrease such employee’s compensation or benefits.

     6. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company, but except as provided above, the Option granted shall not be assigned or otherwise disposed of by the Optionee.

     7. The Plan. The Option is subject to the terms and conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control.

TRM CORPORATION
By
	President & CEO
	OPTIONEE
	Signature

EX-10.5(B)

Exhibit 10.5(b)

NON QUALIFIED STOCK OPTION AGREEMENT
(Grant by Compensation Committee of the Board of Directors)

EFFECTIVE DATE:

BETWEEN:	TRM Corporation, an Oregon corporation	the “Company”
AND:		the “Optionee”

     To attract and retain able, experienced, and trained people and to provide additional incentive to key employees and directors, the Board of Directors of the Company (the “Board”) adopted and the shareholders of the Company approved the TRM Corporation Omnibus Stock Incentive Plan (the “Plan”). Pursuant to the Plan, the Board has granted to the Optionee a non qualified option to purchase shares of the Company’s Common Stock, no par value (the “Stock”), in the amount indicated below.

     NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows:

     1. Grant. The Company grants to the Optionee upon the terms and conditions set forth below the right and option (the “Option”), subject to the vesting schedule set forth in paragraph 3, to purchase any part of an aggregate of                      shares of the Company’s authorized but unissued Stock at a purchase price of $                     per share, this price being the fair market value of the shares as determined pursuant to the Plan on the date of the grant of this Option. The Option is given upon the following terms and conditions:

          (a) Subject to reduction in the Option term as provided in subparagraphs (b), (d) and (f) below, the Option granted shall continue in effect until                      years from the date hereof. Subject to the vesting schedule set forth in paragraph 3, the Option may be exercised at any time and from time to time over the term of the Option.

          (b) Except as provided in subparagraph (d) hereof, the Option shall not be exercised unless at the time of such exercise the Optionee is serving as a director of the Company or a parent or subsidiary corporation of the Company and shall have so served continuously since the date the Option was granted. Absence on leave or on account of illness under rules established by the Compensation Committee of the Board of Directors (the “Committee”) shall not be deemed an interruption of such continuous service for purposes of the Option.

          (c) The Option shall not be assignable or transferable by the Optionee except by will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. The option shall be exercisable during the Optionee’s lifetime only by the Optionee.

          (d) In the event the Optionee ceases to serve as a director of the Company or a parent or subsidiary corporation of the Company for any reason other than because of death or physical disability preventing the Optionee from performing the Optionee’s regular duties as a director, the Option may be exercised by the Optionee at any time prior to the expiration date of the Option or the expiration of three months after the Optionee ceases to serve as a director, whichever is the shorter period, but only to the extent that the Optionee was entitled to exercise the Option on the date of termination. If the Optionee ceases to serve as a director because of physical disability preventing the Optionee from performing regular duties, the Option may be exercised by the Optionee at any time prior to the expiration date of the Option or the expiration of twelve months after the date the Optionee ceases to serve as a director, whichever is the shorter period, but only to the extent the Optionee was entitled to exercise the Option on the date of termination. If the Optionee dies while serving as a director, the option may be exercised at any time prior to the expiration date of the Option or the expiration of twelve months after the date of Optionee’s death, whichever is the shorter period, but only to the extent the Optionee was entitled to exercise the Option on the date of death, and only by the persons to whom such Optionee’s rights under the Option pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. To the extent that the Option is not exercised within the limited period provided above, all further rights to purchase shares pursuant to the Option shall end at the expiration of such period.

          (e) Shares may be purchased pursuant to the Option only upon receipt by the Company of written notice from the Optionee of the Optionee’s desire to purchase, specifying the number of shares the Optionee desires to purchase and the date on which the Optionee desires to complete the purchase which shall not be more than 30 days after receipt of notice. If required to comply with any applicable federal or state securities laws, the notice also shall contain a representation that it is the Optionee’s intention to acquire the shares for investment and not for resale. On or before the date specified for completion of the purchase of the shares, the Optionee shall pay the Company the full purchase price of the shares in cash. No shares shall be issued until full payment has been made, and the Optionee shall have none of the rights of a shareholder until shares are issued. Upon notification of the amount due and prior to or concurrently with delivery of the certificate representing the shares, the Optionee shall pay to the Company any amounts necessary to satisfy applicable federal, state, and local withholding tax requirements.

          (f) Except as provided in the final sentence of this subparagraph (f), if the outstanding shares of Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of any reorganization, merger, consolidation, reclassification, stock split-up, combination of shares, or dividend payable in shares, the Board or the Committee shall make appropriate adjustment in the number and kind of shares as to which the Option, or portion thereof then unexercised, shall be exercisable, in order that the Optionee’s proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in the Option shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the option price per share. Any such adjustment made by the Board or the Committee shall be conclusive. In the event of the dissolution or liquidation of the Company or a merger or other reorganization in which the Company is not the surviving corporation, in lieu of adjusting the Option as described above, the Committee may, in its sole discretion, provide a 30-day period immediately prior to such event during which the Optionee shall have the right to exercise the Option in whole or in part without any limitation on exercisability and upon the expiration of such 30-day period all unexercised options shall immediately terminate; provided, however, that, if the event occurs less than six months after the date the Option is granted, the exercise of the Option shall not be accelerated, if such acceleration would cause the grant or the exercise of the Option to be deemed a purchase subject to Section 16(b) of the Securities Exchange Act of 1934 and the regulations promulgated thereunder.

     2. Conditions. The obligations of the Company under this Agreement shall be subject to the approval of such state or federal authorities or agencies as may have jurisdiction in the matter. The Company will use its best efforts to take such steps as may be required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the issuance or sale of any shares acquired pursuant to this Agreement or the listing of such shares on any such exchange. The Company shall not be obligated to issue or deliver shares under this Agreement if, upon advice of its legal counsel, such issuance or delivery would violate state or federal securities laws.

     3. Vesting Schedule. The Option shall initially not be exercisable. Except as provided in the final sentence of paragraph 1(f), the Option shall vest and become fully exercisable as to the number of shares specified below on each date specified below until the option is exercisable in full. Under no circumstances may the Option be exercised until six months after the date of grant.

	Shares Vesting
Vesting Date	on Such Date

     4. Legends. Certificates representing the shares subject to this Agreement shall bear such legends as the Company shall deem appropriate to reflect any restrictions on transfer imposed by federal or applicable state securities laws.

     5. Employment. Nothing in the Plan or in this Agreement shall confer upon the Optionee any right to be continued as a director of the Company or interfere in any way with the right of the Company to remove the Optionee as a director at any time for any cause.

     6. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company, but except as provided above, the Option granted shall not be assigned or otherwise disposed of by the Optionee.

     7. The Plan. The Option is subject to the terms and conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control.

TRM Corporation		Optionee
By
	President & Chief Executive Officer

EX-10.5(C)

Exhibit 10.5(c)

AWARD AGREEMENT
(Grant by Compensation Committee of the Board of Directors)

EFFECTIVE DATE:

BETWEEN:	TRM Corporation, an Oregon corporation	the “Company”
AND:		the “Grantee”

     To attract and retain able, experienced, and trained people and to provide additional incentive to directors and key employees, the Board of Directors of the Company (the “Board”) adopted and the shareholders of the Company approved the Company’s Omnibus Stock Incentive Plan (the “Plan”). This Award Agreement (the “Award Agreement”) documents the grant of Common Stock subject to the terms and conditions set forth herein and in the Plan. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.

     By action of the Committee, and subject to the terms of the Plan, the Grantee is hereby granted shares of the Company’s Common Stock, no par value, as indicated below (the “Stock”), subject to the Plan and to the restrictions and risks of forfeiture as set forth in this Award Agreement.

     NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows:

     1. Definitions. As used herein, the following terms shall have the meanings set forth below:

          (a) “Date of Grant” means the Effective Date as indicated above.

          (b) “Forfeiture Date” means any date prior to the end of the Restriction Period on which Grantee’s service with the Company (or an affiliate of the Company) terminates for any reason unless such termination is treated hereunder as accelerating the end of the Restriction Period.

          (c) “Restriction Period” with respect to any Stock subject to this Award Agreement, means the period from the Date of Grant up to the Vesting Date applicable to such Stock.

          (d) “Vesting Date” means, with respect to any of the Stock subject to this Award Agreement, the date specified as the applicable vesting date herein, or such earlier date as such Stock may become vested under the terms of the Plan.

     2. Grant. The Company grants to the Grantee upon the terms and conditions set forth in this Award Agreement                      shares of the Company’s Common Stock. This Award is given upon the following terms and conditions:

          (a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall not be permitted to sell, transfer, pledge or assign any Restricted Stock during such shares’ Restricted Period.

          (b) The Stock subject to this Award Agreement shall vest                                         .

     (c) Subject to the terms and conditions set forth herein and in the Plan, the restrictions on the Stock subject to this Award Agreement imposed hereunder or pursuant to the Plan shall lapse on each Vesting Date with respect to the portion of such Stock to which such Vesting Date is applicable. The Stock subject to this Award Agreement shall, however, be fully vested upon a Change in Control to the extent provided in the Plan (such event being treated as a Vesting Date for these purposes). Notwithstanding the foregoing, the vesting of the Stock subject to this Award on the occurrence of a Vesting Date shall only occur if the Grantee is, and has continuously been, in service to the Company or of an affiliate of the Company from the Date of Grant through such Vesting Date.

          (d) In the event the Grantee ceases to serve as a director or an employee of the Company or of an affiliate of the Company prior to the occurrence of a Vesting Date, the Stock to which such Vesting Date was applicable shall be forfeited by the Grantee and the Stock so forfeited shall be reacquired by the Company without consideration, except in the event of death, disability, or retirement under certain programs or a change in control.

          (e) Except for the restrictions specified herein and in the Plan, the Grantee shall have all of the rights of a shareholder with respect to the Stock subject to this Award, including the right to vote such Stock to the same extent that such shares could be voted if they were not subject to the restrictions set forth in this Award Agreement.

          (f) Any dividends payable with respect to the Stock subject to this Award shall be distributed to the Grantee at the same time and in the same manner as dividends are distributed to any other holder of the Company’s Common Stock. Any dividends that are in the nature of extraordinary dividends or that are in the form of a distribution of securities, shall be held in escrow and shall be subject to the same restrictions and the same provisions for vesting and forfeiture as are applicable under the terms of this Award Agreement and the Plan to the Stock with respect to which such dividends were issued.

     3. Legends. Certificates representing the Stock subject to this Award Agreement shall bear such legends as the Company shall deem appropriate to reflect any restrictions on transfer imposed under the Award Agreement, pursuant to the terms of the Plan, or by reason of applicable federal or state securities laws.

     4. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s personal representative, heir or legatee in the event of Grantee’s death) that the restrictions on an installment of Stock have lapsed, and shall, without payment from Grantee for such Restricted Stock, upon such Grantee’s request deliver a certificate for such Restricted Stock without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, by reason of applicable federal or state securities laws; provided that no certificates for shares will be delivered to Grantee (or to his or her personal representative, heir or legatee) until appropriate arrangements have been made with the Company for the withholding of any taxes which may be due with respect to such Stock. The Company may condition delivery of certificates for shares of Stock upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. Notwithstanding the foregoing, the Committee may require the Grantee to deliver to the Company a stock power endorsed in blank relating to the shares of Common Stock subject to the Award in order to facilitate the reacquisition of the Stock by the Company in the event of a forfeiture, or may hold the certificates representing the Stock subject to this Award Agreement until the Restriction Period expires.

     5. Status of Stock. The Stock subject to this Award is intended to constitute property subject to a substantial risk of forfeiture during the Restriction Period, and subject to federal income tax in accordance with Section 83 of the Internal Revenue Code (“Section 83”). Section 83 generally provides that Grantee will recognize compensation income with respect to the Stock only to the extent it becomes vested on the applicable Vesting Date or Dates in an amount equal to the then fair market value of the Stock. Alternatively, Grantee may elect, pursuant to Section 83(b) of the Internal Revenue Code, to recognize compensation income for all or any part of the Stock subject to this Award as of the date the Award is granted to the Grantee in an amount equal to the fair market value of the Stock subject to the election. Such election must be made within 30 days of the date the Award is granted, and the Grantee is required to notify the Company immediately if such an election is made. Grantee should consult his or her tax advisors to determine whether a Section 83(b) election is appropriate. Attached is a further Explanation and Illustration of the Section 83(b) election and sample election form.

     6. Withholding of Taxes. Upon the lapse of restrictions, the Grantee understands that the Grantee will be subject to compensation income taxes, and all applicable federal, state and local withholding taxes. The Grantee agrees to pay to the Company, or to make arrangements satisfactory to the Company, regarding the payment of any and all taxes of any kind required by law to be paid by the Company with respect to all shares, after any restrictions lapse. The Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any Federal, state or local taxes of any kind required by law to be withheld when any restrictions lapse.

     7. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company, but except as provided above, the Award granted shall not be assigned or otherwise disposed of by the Grantee.

     8. The Plan. This Award is subject to the terms and conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control.

TRM Corporation		Grantee
By
	President & Chief Executive Officer

EXPLANATION AND ILLUSTRATION OF THE
SECTION 83(b) ELECTION

1. Background. Section 83(b) of the U.S. Internal Revenue Code (the “Code”) allows employees who receive Restricted Stock Awards (“RSAs”) to immediately elect to be taxed on the fair market value of the Restricted Stock on the date of transfer (“Award Date”). The advantage of this election is that an employee will immediately recognize compensation income equal to the fair market value of TRM stock on the Award Date). The disadvantage of this alternative is that if the value of the TRM stock drops in value, an employee will have over-reported compensation income and only a capital loss may exist in the future. Furthermore, Shares may be forfeited if the employee does not remain employed until vested. TRM cannot provide tax advice to any employees with regard to whether or not they should make a Section 83(b) election. However, an illustration of the Section 83(b) rules is as follows:

a.	One share of TRM is valued at $10 on the date of transfer.
b.	If the employee receives a grant of 100 non-vested RSAs on November 3, 2008, and makes a Section 83(b) election, the employee will be taxed on $1,000 as ordinary compensation income.
c.	Assume that the value of the 100 shares increases, to $20 by November 3, 2010, when vesting occurs and all shares vest. In this event, without a Section 83(b) election, the employee will recognize $2,000 of compensation income in 2010. If a Section 83(b) election had been made, no additional compensation income would exist, and the employee could have converted the $1,000 of appreciation into capital gain income when the stock is sold.
d.	To make a Section 83(b) election, the election must be made within 30 of the date of transfer (i.e., on or before December 3, 2008 in the above example), by filing a statement with the IRS and notifying TRM of the election. The fair market value of the TRM shares will then be included in the employee’s income in 2008, and subject to all withholding taxes.

For your consideration, we have attached a Sample Section 83(b) Election Form. Once again, we remind you that any elections are your personal responsibility and recommend that you consult with your personal tax advisor.

ELECTION PURSUANT TO SECTION 83(b) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with Treas. Reg. Section 1.83-2 promulgated thereunder:

1.	The name, address and taxpayer identification number of the undersigned are:
	Name:
	Address:
	Social Security No.:

2.	The property with respect to which the election is being made consists of ___ shares of TRM Corporation, no par, common stock.
3.	The property was transferred to the undersigned on                     . The taxable year for which this election is made is calendar year 20___.
4.	The nature of the restrictions to which the property is subject is as follows:
	Restrictions imposed upon transfer under a Restricted Stock Award Plan.
5.	At the time of transfer of the property with respect to which this election is being made, the fair market value of such property (determined without regard to any restrictions other than restrictions which by their terms will never lapse) is $______ per share.
6.	The amount paid for the property for which this election is being made is $0 per share.
7.	The undersigned has furnished a copy of this statement to TRM Corporation.

Date:
	Name of Employee:

EX-10.5(D)

Exhibit 10.5(d)

NON-EMPLOYEE AWARD AGREEMENT
(Grant by Compensation Committee of the Board of Directors)

EFFECTIVE DATE:

BETWEEN:  TRM Corporation, an Oregon corporation the “Company”

 
AND:  the “Grantee”

     To attract and retain able, experienced, and trained people and to provide additional incentive to directors and key employees, the Board of Directors of the Company (the “Board”) adopted and the shareholders of the Company approved the Company’s Omnibus Stock Incentive Plan (the “Plan”). This Award Agreement (the “Award Agreement”) documents the grant of Common Stock subject to the terms and conditions set forth herein and in the Plan. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.

     By action of the Committee, and subject to the terms of the Plan, the Grantee is hereby granted shares of the Company’s Common Stock, no par value, as indicated below (the “Stock”), subject to the Plan and to the restrictions and risks of forfeiture as set forth in this Award Agreement.

     NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows:

     1. Definitions. As used herein, the following terms shall have the meanings set forth below:

          (a) “Date of Grant” means the Effective Date as indicated above.

          (b) “Forfeiture Date” means any date prior to the end of the Restriction Period on which Grantee’s service with the Company (or an affiliate of the Company) terminates for any reason unless such termination is treated hereunder as accelerating the end of the Restriction Period.

          (c) “Restriction Period” with respect to any Stock subject to this Award Agreement, means the period from the Date of Grant up to the Vesting Date applicable to such Stock.

          (d) “Vesting Date” means, with respect to any of the Stock subject to this Award Agreement, the date specified as the applicable vesting date herein, or such earlier date as such Stock may become vested under the terms of the Plan.

     2. Grant. The Company grants to the Grantee upon the terms and conditions set forth in this Award Agreement ___ shares of the Company’s Common Stock. This Award is given upon the following terms and conditions:

          (a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall not be permitted to sell, transfer, pledge or assign any Restricted Stock during such shares’ Restricted Period.

          (b) The Stock subject to this Award Agreement shall vest                     .

     (c) Subject to the terms and conditions set forth herein and in the Plan, the restrictions on the Stock subject to this Award Agreement imposed hereunder or pursuant to the Plan shall lapse on each Vesting Date with respect to the portion of such Stock to which such Vesting Date is applicable. The Stock subject to this Award Agreement shall, however, be fully vested upon a Change in Control to the extent provided in the Plan (such event being treated as a Vesting Date for these purposes). Notwithstanding the foregoing, the vesting of the Stock subject to this Award on the occurrence of a Vesting Date shall only occur if the Grantee is, and has continuously been, in service to the Company or of an affiliate of the Company from the Date of Grant through such Vesting Date.

          (d) In the event the Grantee ceases to serve as a director or an employee of the Company or of an affiliate of the Company prior to the occurrence of a Vesting Date, the Stock to which such Vesting Date was applicable shall be forfeited by the Grantee and the Stock so forfeited shall be reacquired by the Company without consideration, except in the event of death, disability, or retirement under certain programs or a change in control.

          (e) Except for the restrictions specified herein and in the Plan, the Grantee shall have all of the rights of a shareholder with respect to the Stock subject to this Award, including the right to vote such Stock to the same extent that such shares could be voted if they were not subject to the restrictions set forth in this Award Agreement.

          (f) Any dividends payable with respect to the Stock subject to this Award shall be distributed to the Grantee at the same time and in the same manner as dividends are distributed to any other holder of the Company’s Common Stock. Any dividends that are in the nature of extraordinary dividends or that are in the form of a distribution of securities, shall be held in escrow and shall be subject to the same restrictions and the same provisions for vesting and forfeiture as are applicable under the terms of this Award Agreement and the Plan to the Stock with respect to which such dividends were issued.

     3. Legends. Certificates representing the Stock subject to this Award Agreement shall bear such legends as the Company shall deem appropriate to reflect any restrictions on transfer imposed under the Award Agreement, pursuant to the terms of the Plan, or by reason of applicable federal or state securities laws.

     4. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s personal representative, heir or legatee in the event of Grantee’s death) that the restrictions on an installment of Stock have lapsed, and shall, without payment from Grantee for such Restricted Stock, upon such Grantee’s request deliver a certificate for such Restricted Stock without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, by reason of applicable federal or state securities laws; provided that no certificates for shares will be delivered to Grantee (or to his or her personal representative, heir or legatee) until appropriate arrangements have been made with the Company for the withholding of any taxes which may be due with respect to such Stock. The Company may condition delivery of certificates for shares of Stock upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. Notwithstanding the foregoing, the Committee may require the Grantee to deliver to the Company a stock power endorsed in blank relating to the shares of Common Stock subject to the Award in order to facilitate the reacquisition of the Stock by the Company in the event of a forfeiture, or may hold the certificates representing the Stock subject to this Award Agreement until the Restriction Period expires.

     5. Status of Stock. The Stock subject to this Award is intended to constitute property subject to a substantial risk of forfeiture during the Restriction Period, and subject to federal income tax in accordance with Section 83 of the Internal Revenue Code (“Section 83”). Section 83 generally provides that Grantee will recognize compensation income with respect to the Stock only to the extent it becomes vested on the applicable Vesting Date or Dates in an amount equal to the then fair market value of the Stock. Alternatively, Grantee may elect, pursuant to Section 83(b) of the Internal Revenue Code, to recognize compensation income for all or any part of the Stock subject to this Award as of the date the Award is granted to the Grantee in an amount equal to the fair market value of the Stock subject to the election. Such election must be made within 30 days of the date the Award is granted, and the Grantee is required to notify the Company immediately if such an election is made. Grantee should consult his or her tax advisors to determine whether a Section 83(b) election is appropriate. Attached is a further Explanation and Illustration of the Section 83(b) election and sample election form.

     6. Taxes. Upon the lapse of restrictions, the Grantee understands that the Grantee will be subject to compensation income taxes, and all applicable federal, state and local taxes. You will receive a Form 1099 from the Company for the compensation component with respect to all shares after any restrictions lapse and will be responsible for your own estimated tax payments.

     7. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of any successor of the Company, but except as provided above, the Award granted shall not be assigned or otherwise disposed of by the Grantee.

     8. The Plan. This Award is subject to the terms and conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall control.

TRM Corporation		Grantee
By
	President & Chief Executive Officer

EXPLANATION AND ILLUSTRATION OF THE
SECTION 83(b) ELECTION

1. Background. Section 83(b) of the U.S. Internal Revenue Code (the “Code”) allows employees who receive Restricted Stock Awards (“RSAs”) to immediately elect to be taxed on the fair market value of the Restricted Stock on the date of transfer (“Award Date”). The advantage of this election is that an employee will immediately recognize compensation income equal to the fair market value of TRM stock on the Award Date). The disadvantage of this alternative is that if the value of the TRM stock drops in value, an employee will have over-reported compensation income and only a capital loss may exist in the future. Furthermore, Shares may be forfeited if the employee does not remain employed until vested. TRM cannot provide tax advice to any employees with regard to whether or not they should make a Section 83(b) election. However, an illustration of the Section 83(b) rules is as follows:

a.	One share of TRM is valued at $10 on the date of transfer.
b.	If the employee receives a grant of 100 non-vested RSAs on November 3, 2008, and makes a Section 83(b) election, the employee will be taxed on $1,000 as ordinary compensation income.
c.	Assume that the value of the 100 shares increases, to $20 by November 3, 2010, when vesting occurs and all shares vest. In this event, without a Section 83(b) election, the employee will recognize $2,000 of compensation income in 2010. If a Section 83(b) election had been made, no additional compensation income would exist, and the employee could have converted the $1,000 of appreciation into capital gain income when the stock is sold.
d.	To make a Section 83(b) election, the election must be made within 30 of the date of transfer (i.e., on or before December 3, 2008 in the above example), by filing a statement with the IRS and notifying TRM of the election. The fair market value of the TRM shares will then be included in the employee’s income in 2008, and subject to all withholding taxes.

For your consideration, we have attached a Sample Section 83(b) Election Form. Once again, we remind you that any elections are your personal responsibility and recommend that you consult with your personal tax advisor.

SAMPLE
ELECTION PURSUANT TO SECTION 83(b) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with Treas. Reg. Section 1.83-2 promulgated thereunder:

1.	The name, address and taxpayer identification number of the undersigned are:
	Name:
	Address:
	Social Security No.:

2.	The property with respect to which the election is being made consists of shares of common stock of TRM Corporation, no par, common stock.
3.	The property was transferred to the undersigned on ___, 200___. The taxable year for which this election is made is calendar year 200___.
4.	The nature of the restrictions to which the property is subject is as follows:

Restrictions imposed upon transfer under a Restricted Stock Award Plan.

5.	At the time of transfer of the property with respect to which this election is being made, the fair market value of such property (determined without regard to any restrictions other than restrictions which by their terms will never lapse) is $                     per share.
6.	The amount paid for the property for which this election is being made is $0 per share.
7.	The undersigned has furnished a copy of this statement to TRM Corporation.

Date:
	Grantee:

EX-10.6(A)

Exhibit 10.6(a)

AMENDMENT NUMBER 1
TO THE
EMPLOYMENT AGREEMENT
BETWEEN RICHARD B. STERN
AND TRM CORPORATION

WHEREAS, TRM Corporation (“TRM” or the “Company”) entered into an Employment Agreement (the “Agreement”) with Richard B. Stern (the “Employee”) effective as of May 21, 2007, with an internal commencement date of October 1, 2006; and

WHEREAS, the parties acknowledge that Section 409A of the Internal Revenue Code (the “Code”), as enacted under the American Jobs Creation of 2004 (“AJCA”), made certain changes with regard to the manner in which certain forms of nonqualified deferred compensation may be paid to employees and consultants, including the payment of severance benefits, continuation of COBRA benefits and other benefit payments; and

WHEREAS, the parties also acknowledge that if the provisions of Section 409A are not satisfied, the Employee may be subject to adverse tax consequences including immediate taxation, a 20% excise tax and underpayment of interest penalties; and

WHEREAS, the parties have operated in good faith compliance with Section 409A since it became effective on May 21, 2007, with an internal commencement date of October 1, 2006; and

WHEREAS, the parties wish to amend the Agreement effective as of December 1, 2008.

NOW, THEREFORE, TRM and the Employee hereby agree to amend the Agreement as follows:

1. Severance Benefits.

a.	Lump Sum Payments. Notwithstanding any provisions in the Agreement to the contrary, all severance benefits will be paid in a single lump sum cash payment within 30 days after execution of a Severance Agreement and General Release (a “Release”), and the expiration of any revocation period. In no event will the severance benefit be paid more than 21/2 months after the end of the calendar year in which a Separation from Service occurs, provided the Employee executes and returns the Release within the applicable time limitations contained in the Agreement, this Amendment or any Release, without revocation of the Release.
	If the period during which the Employee has discretion to consider and revoke the Release straddles two taxable years of the Employee, then the Company shall make the payments to which the Employee is entitled under Section 1(a) in the second of such taxable years, regardless of the taxable year during which the Employee actually delivers the executed Release to the Company.
b.	COBRA Benefits. The Company has agreed to continue to pay for medical and dental coverage for a period of 2 years following a Separation from Service. The Company agrees to subsidize 100% of the cost of COBRA coverage for 18 months. Thereafter, to the extent necessary, the Company will pay for individual policies to satisfy any of its obligations under the Agreement. The payment for such policies shall be made as of the first day of each month, which shall be deemed to be fixed payment dates under Section 409A of the Code.

     At the end of the period in which the Company is paying all or a portion of the cost of COBRA benefits, the Employee may continue COBRA benefits for the full period in which COBRA rights exist for the Employee, and any dependents, including the extension of COBRA coverage for any subsequent events.

2. Good Reason Termination. The Agreement permits the Employee to terminate employment for Constructive Dismissal, which is generally defined to include events referred to as “Good Reason” under Section 409A, including relocation in excess of 50 miles from Philadelphia, PA, any material reduction, executive’s title, reporting relationship, responsibility of authority, material reduction in the Employee’s Base Compensation (unless similar to reductions made for other executive), a Change in Control followed by a reduction in Base Compensation and any material breach by the Company or its obligations to the Employee that they are not cured within 30 days after written notice.

The parties hereby agree that the following provisions will apply to permit the Employee to terminate employment for “Good Reason” under the terms of the Employment Agreement:

a.	The Employee may terminate employment for “Good Reason”, which is defined to include the events identified above, as clarified in the Agreement.
b.	The Employee’s Separation from Service will be “treated” as an involuntary termination if the following “safe harbor” rules are satisfied:

i.	The Employee must provide notice of the existence of the Good Reason condition within a period not to exceed 30 days of its initial existence.
ii.	The Company will be provided a period of 30 days during which it may remedy the condition entitling the Employee to terminate employment for Good Reason.
iii.	The Employee must Separate from Service within a limited period of time, not to exceed 60 days following the reason for the Good Reason termination.
iv.	The amount, time and form of payment upon a voluntary Separation from Service for Good Reason must be identical to the amount, time and form of payment upon an involuntary termination under the Agreement.

3. Section 409A Compliance for Benefit Payments. The parties acknowledge that the payment of some or all of the above severance benefits may be considered to be a form of nonqualified deferred compensation benefits subject to Section 409A of the Code. In recognition of this fact, the parties hereby agree and confirm as follows:

a.	Notwithstanding any provisions of this Release to the contrary, in no event will any cash severance benefits be paid, or commence to be paid for any periodic payments, more than 21/2 months after the end of the calendar year in which a Separation from Service occurs.
b.	The parties acknowledge that the continuation of benefits under COBRA and other benefits will be incurred and paid by the December 31 of the second calendar year following the calendar year in which a Separation from Service occurs.
c.	Continuation of benefits any other benefits must generally be incurred and paid by December 31 of the second calendar year following the calendar year in which a Separation from Service occurs to comply with Section 409A of the Code.

4. Payment. Whenever a payment under the Agreement, this Amendment or any Release specifies a payment period with reference to a number of days (e.g., “payment will be made within 30 days after a Separation from Service”), the actual date of payment within the specified period will be within the sole discretion of the Company.

5.	Section 409A Compliance. It is intended that the Agreement and this Amendment will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement will be interpreted on a basis consistent with such intent.  If any additional amendments to the Agreement are necessary for the Agreement to comply with Section 409A, the parties will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible.  No action or failure to act, pursuant to this Section 5, will subject the Company to any claim, liability, or expense, and the Company will not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Section 409A of the Code.
	For all purposes under this Agreement, reference to the Employee’s “Termination of Employment” (and corollary terms) with the Company will be construed to refer to a “Separation from Service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company.
	With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code: (i) the right to reimbursement or in-kind benefits

will not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause; (ii) will not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments will be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.

6. Delay in Payment For Specified Employees.

a.

Delay in Payment for Specified Employees. To the extent that any Employee is determined to be a Specified Employee of the Company or any Related Entity, in no event will any of the above severance benefits be made within 6 months after the Employee’s Separation from Service, except as permitted below. Any and all payments that are not permitted to be made within such 6 month period will be delayed until the 15th day of the 7th month after a Separation from Service occurs and will retroactively be paid to make the Employee whole for any lost benefits. All delayed payments will be made after the expiration of the 6 month period, with interest at a rate equal to the prime rate as determined as of the first day of the month after a Separation from Service occurs, plus 2%.

b.

Exception for Specified Employees. Notwithstanding any provision in the Agreement or this Amendment to the contrary, in accordance with the Final Regulations issued under Section 409A of the Code, to the extent that the severance benefits to a Specified Employee do not exceed the lesser of the Specified Employee salary for the past 2 years or the Section 401(a)(17) compensation limitations (i.e., $230,000 in 2008 and $245,000 in 2009), such amount will be paid within the 6 month period of time during which benefits may generally not be paid to Specified Employees. To the extent benefits exceed such limitations (which is a maximum of $460,000 in 2008 and $490,000 in 2009), the balance of any payments will be made following the expiration of the 6 month period following a Separation of Service in a single lump sum payment on the 15th day of the 7th month following a Separation from Service, with interest as specified in Section 6(a) above, for the delay in making payments.

7. General Definitions.

a.	“Disability” means an Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by an independent third party physician, selected within the discretion of the Company. The determination of whether an Employee is Disabled will be determined by the Company, in its sole discretion, but subject to the provisions of Section 409A.
b.	“Key Employee” means an employee as described in Section 416(i) of the Code, determined without regard to Section 416(i)(5) thereof. For purposes of this provision, a Key Employee is an officer earning more than $150,000 in 2008 and $160,000 in 2009, (with a limit of no more than 50 employees, or if less, the greater of 3 or 10% of all employees being treated as officers); a 5% owner; or a 1% owner having annual compensation of more than $150,000. All amounts will automatically be increased as provided under the Code for cost of living or other changes.
c.	“Separation from Service” means an Employee is no longer employed by the Company on account of a Separation from Service, retirement, disability or death. Consistent with the Final Treasury Regulation, or any subsequent guidance under Section 409A of the Code, no Separation from Service will occur if an Employee continues to perform services as a consultant or an employee in excess of any amount of time permitted under such guidance.

i. Leave of Absence. For purposes of Section 409A, the employment relationship is treated as continuing in effect while an Employee is on military leave, sick leave, or other bona fide leave of absence, as long as the period of leave does not exceed 6 months, or if longer, as long as an Employee’s right to reemployment with the Company is provided either by statute or contract. Otherwise, after a 6 month leave of absence, the employment relationship if deemed terminated.

ii.

Part-Time Status. Whether or not a termination of employment occurs is determined based upon all facts and circumstances. However, in the event that services provided by an Employee are insignificant, a Separation from Service will be deemed to have occurred. For purposes of Section 409A, if an Employee is providing services to the Company at a rate that is at least equal to 20% of the services rendered, on average, during the immediately preceding 3 full calendar years of employment (or such lesser period), and the annual compensation for such services is at least 20% of the average annual compensation earned during the final 3 full calendar years of employment (or such lesser period), no termination will be deemed to have occurred since such services are not insignificant.

iii.

Consulting Services. Where an Employee continues to provide services to the Company or any Related Entities in a capacity other than as an employee, a Separation from Service will not be deemed to have occurred if an Employee is providing services at an annual rate that is 50% or more of the services rendered, on average, during the immediately preceding 3 full calendar years of employment (or such lesser period) and the annual remuneration for such services is 50% or more of the annual remuneration earned during the final 3 full calendar years of employment (or such lesser period).

d. “Specified Employee” means a Key Employee who is employed by any employer which has its stock publicly traded on an established securities market. For purposes of the Agreement, the “Specified Employee Identification Date” will be each December 31, and the “Specified Employee Effective Date” will be the following April 1. Specified Employees will be determined by the Company on an annual basis for purposes of all nonqualified deferred compensation plans and any other programs in accordance with the provisions of Section 409A of the Code.

8.	Consequences of Violating Section 409A. The Employee will be informed that in the event of any violation of Section 409A of the Code, severance and other payments may be subject to income taxes, a 20% excise tax, and underpayment of interest penalties. However, the Agreement and this Amendment are intended to comply with Section 409A and will be interpreted consistent with the provisions of Section 409A.
9.	General Release. The terms of the Agreement require the Employee to execute a Release, as a condition precedent to the payment of severance benefits. In order to avoid negotiation of a Release at the time of any Separation from Service, the parties agree to abide by the terms of the Release, as attached hereto this Amendment in substitution for the Release attached to the Agreement, for purposes of any future terminations.
10.	Withholding of Taxes. The Company will deduct from all severance payments made to any Employee all applicable federal, state or local taxes required by law to be withheld from such payments.
11.	No Other Changes. No provisions of this Amendment Number 1 will otherwise change the obligations of the parties under the Agreement, and all other provisions of the Agreement will continue to apply. The sole purpose of this Amendment is to confirm that all payments will satisfy Section 409A of the Code, and to avoid any adverse tax consequences to the Employee.

IN WITNESS WHEREOF, the parties have hereto executed this Amendment effective as of December 1, 2008.

		TRM CORPORATION
Date:	January 25, 2009	BY:	/s/ Thomas S. McNamara
			Thomas S. McNamara Chairman, Compensation Committee TRM Corporation Board of Directors
Date:	December 30, 2008		/s/ Richard B. Stern
		Richard B. Stern

EX-10.6(B)

Exhibit 10.6(b)

AMENDMENT NUMBER 1
TO THE
EMPLOYMENT AGREEMENT
BETWEEN MICHAEL DOLAN
AND TRM CORPORATION

WHEREAS, TRM Corporation (“TRM” or the “Company”) entered into an Employment Agreement (the “Agreement”) with Michael Dolan (the “Employee”) effective as of August 1, 2007; and

WHEREAS, the parties acknowledge that Section 409A of the Internal Revenue Code (the “Code”), as enacted under the American Jobs Creation of 2004 (“AJCA”), made certain changes with regard to the manner in which certain forms of nonqualified deferred compensation may be paid to employees and consultants, including the payment of severance benefits, continuation of COBRA benefits and other benefit payments; and

WHEREAS, the parties also acknowledge that if the provisions of Section 409A are not satisfied, the Employee may be subject to adverse tax consequences including immediate taxation, a 20% excise tax and underpayment of interest penalties; and

WHEREAS, the parties have operated in good faith compliance with Section 409A since it became effective on August 1, 2007; and

WHEREAS, the parties wish to amend the Agreement effective as of December 1, 2008.

NOW, THEREFORE, TRM and the Employee hereby agree to amend the Agreement as follows:

1. Severance Benefits.

a.	Lump Sum. Notwithstanding any provisions in the Agreement to the contrary, all severance benefits will be paid in a single lump sum cash payment within 30 days after execution of a Severance Agreement and General Release (a “Release”), and the expiration of any revocation period. In no event will the severance benefit be paid more than 21/2 months after the end of the calendar year in which a Separation from Service occurs, provided the Employee executes and returns the Release within the applicable time limitations contained in the Agreement, this Amendment or any Release, without revocation of the Release.
	If the period during which the Employee has discretion to consider and revoke the Release straddles two taxable years of the Employee, then the Company shall make the payments to which the Employee is entitled under Section 1(a) in the second of such taxable years, regardless of the taxable year during which the Employee actually delivers the executed Release to the Company.
b.	COBRA Benefits. The Company has agreed to continue to pay for medical and dental coverage for a period of 2 years following a Separation from Service. The Company agrees to subsidize 100% of the cost of COBRA coverage for 18 months. Thereafter, to the extent necessary, the Company will pay for individual policies to satisfy any of its obligations under the Agreement. The payment for such policies shall be made as of the first day of each month, which shall be deemed to be fixed payment dates under Section 409A of the Code.

     At the end of the period in which the Company is paying all or a portion of the cost of COBRA benefits, the Employee may continue COBRA benefits for the full period in which COBRA rights exist for the Employee, and any dependents, including the extension of COBRA coverage for any subsequent events.

2. Section 409A Compliance for Benefit Payments. The parties acknowledge that the payment of some or all of the above severance benefits may be considered to be a form of nonqualified deferred compensation benefits subject to Section 409A of the Code. In recognition of this fact, the parties hereby agree and confirm as follows:

a. Notwithstanding any provisions of this Release to the contrary, in no event will any cash severance benefits be paid, or commence to be paid for any periodic payments, more than 2¹/2 months after the end of the calendar year in which a Separation from Service occurs.

b.	The parties acknowledge that the continuation of benefits under COBRA and other benefits will be incurred and paid by the December 31 of the second calendar year following the calendar year in which a Separation from Service occurs.
c.	Continuation of benefits any other benefits must generally be incurred and paid by December 31 of the second calendar year following the calendar year in which a Separation from Service occurs to comply with Section 409A of the Code.

3.	Payment. Whenever a payment under the Agreement, this Amendment or any Release specifies a payment period with reference to a number of days (e.g., “payment will be made within 30 days after a Separation from Service”), the actual date of payment within the specified period will be within the sole discretion of the Company.
4.	Section 409A Compliance. It is intended that the Agreement and this Amendment will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement will be interpreted on a basis consistent with such intent. If any additional amendments to the Agreement are necessary for the Agreement to comply with Section 409A, the parties will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 5, will subject the Company to any claim, liability, or expense, and the Company will not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Section 409A of the Code.
	For all purposes under this Agreement, reference to the Employee’s “Termination of Employment” (and corollary terms) with the Company will be construed to refer to a “Separation from Service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company.
	With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code: (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause; (ii) will not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments will be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.
5.	Delay in Payment For Specified Employees.

a.

Delay in Payment for Specified Employees. To the extent that any Employee is determined to be a Specified Employee of the Company or any Related Entity, in no event will any of the above severance benefits be made within 6 months after the Employee’s Separation from Service, except as permitted below. Any and all payments that are not permitted to be made within such 6 month period will be delayed until the 15th day of the 7th month after a Separation from Service occurs and will retroactively be paid to make the Employee whole for any lost benefits. All delayed payments will be made after the expiration of the 6 month period, with interest at a rate equal to the prime rate as determined as of the first day of the month after a Separation from Service occurs, plus 2%.

b.

Exception for Specified Employees. Notwithstanding any provision in the Agreement or this Amendment to the contrary, in accordance with the Final Regulations issued under Section 409A of the Code, to the extent that the severance benefits to a Specified Employee do not exceed the lesser of the Specified Employee salary for the past 2 years or the Section 401(a)(17) compensation limitations (i.e., $230,000 in 2008 and $245,000 in 2009), such amount will be paid within the 6 month period of time during which benefits may generally not be paid to Specified Employees. To the extent benefits exceed such limitations (which is a maximum of $460,000 in 2008 and $490,000 in 2009), the balance of any payments will be made following the expiration of the 6 month period following a Separation of Service in a single lump sum payment on the 15th day of the 7th month following a Separation from Service, with interest as specified in Section 5(a) above, for the delay in making payments.

6. General Definitions.

a.	“Change of Control” also means either a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined under Section 409A of the Code or the regulations issued thereunder.
b.	“Disability” means an Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by an independent third party physician, selected within the discretion of the Company. The determination of whether an Employee is Disabled will be determined by the Company, in its sole discretion, but subject to the provisions of Section 409A.
c.	“Key Employee” means an employee as described in Section 416(i) of the Code, determined without regard to Section 416(i)(5) thereof. For purposes of this provision, a Key Employee is an officer earning more than $150,000 in 2008 and $160,000 in 2009, (with a limit of no more than 50 employees, or if less, the greater of 3 or 10% of all employees being treated as officers); a 5% owner; or a 1% owner having annual compensation of more than $150,000. All amounts will automatically be increased as provided under the Code for cost of living or other changes.
d.	“Separation from Service” means an Employee is no longer employed by the Company on account of a Separation from Service, retirement, disability or death. Consistent with the Final Treasury Regulation, or any subsequent guidance under Section 409A of the Code, no Separation from Service will occur if an Employee continues to perform services as a consultant or an employee in excess of any amount of time permitted under such guidance.

i.	Leave of Absence. For purposes of Section 409A, the employment relationship is treated as continuing in effect while an Employee is on military leave, sick leave, or other bona fide leave of absence, as long as the period of leave does not exceed 6 months, or if longer, as long as an Employee’s right to reemployment with the Company is provided either by statute or contract. Otherwise, after a 6 month leave of absence, the employment relationship if deemed terminated.
ii.	Part-Time Status. Whether or not a termination of employment occurs is determined based upon all facts and circumstances. However, in the event that services provided by an Employee are insignificant, a Separation from Service will be deemed to have occurred. For purposes of Section 409A, if an Employee is providing services to the Company at a rate that is at least equal to 20% of the services rendered, on average, during the immediately preceding 3 full calendar years of employment (or such lesser period), and the annual compensation for such services is at least 20% of the average annual compensation earned during the final 3 full calendar years of employment (or such lesser period), no termination will be deemed to have occurred since such services are not insignificant.
iii.	Consulting Services. Where an Employee continues to provide services to the Company or any Related Entities in a capacity other than as an employee, a Separation from Service will not be deemed to have occurred if an Employee is providing services at an annual rate that is 50% or more of the services rendered, on average, during the immediately preceding 3 full calendar years of employment (or such lesser period) and the annual remuneration for such services is 50% or more of the annual remuneration earned during the final 3 full calendar years of employment (or such lesser period).

e. “Specified Employee” means a Key Employee who is employed by any employer which has its stock publicly traded on an established securities market. For purposes of the Agreement, the “Specified Employee Identification Date” will be each December 31, and the “Specified Employee Effective Date” will be the following April 1. Specified Employees will be determined by the Company on an annual basis for purposes of all nonqualified deferred compensation plans and any other programs in accordance with the provisions of Section 409A of the Code.

7.	Consequences of Violating Section 409A. The Employee will be informed that in the event of any violation of Section 409A of the Code, severance and other payments may be subject to income taxes, a 20% excise tax, and underpayment of interest penalties. However, the Agreement and this Amendment are intended to comply with Section 409A and will be interpreted consistent with the provisions of Section 409A.
8.	General Release. The terms of the Agreement require the Employee to execute a Release, as a condition precedent to the payment of severance benefits. In order to avoid negotiation of a Release at the time of any Separation from Service, the parties agree to abide by the terms of the Release, as attached hereto this Amendment in substitution for the Release attached to the Agreement, for purposes of any future terminations.
9.	Withholding of Taxes. The Company will deduct from all severance payments made to any Employee all applicable federal, state or local taxes required by law to be withheld from such payments.
10.	No Other Changes. No provisions of this Amendment Number 1 will otherwise change the obligations of the parties under the Agreement, and all other provisions of the Agreement will continue to apply. The sole purpose of this Amendment is to confirm that all payments will satisfy Section 409A of the Code, and to avoid any adverse tax consequences to the Employee.

IN WITNESS WHEREOF, the parties have hereto executed this Amendment as of December 30, 2008.

		TRM CORPORATION
Date:	December 30, 2008	BY:	/s/ Richard B. Stern Richard B. Stern
			President & CEO
Date:	December 30, 2008		/s/ Michael J. Dolan
		Michael J. Dolan

EX-10.6(C)

Exhibit 10.6(c)

AMENDMENT NUMBER 1
TO THE
EMPLOYMENT AGREEMENT
BETWEEN DOUGLAS FALCONE
AND TRM CORPORATION

WHEREAS, TRM Corporation (“TRM” or the “Company”) entered into an Employment Agreement (the “Agreement”) with Douglas Falcone (the “Employee”) effective as of April 18, 2008; and

WHEREAS, the parties acknowledge that Section 409A of the Internal Revenue Code (the “Code”), as enacted under the American Jobs Creation of 2004 (“AJCA”), made certain changes with regard to the manner in which certain forms of nonqualified deferred compensation may be paid to employees, including the payment of severance benefits and the continuation of COBRA benefits; and

WHEREAS, the parties also acknowledge that if the provisions of Section 409A are not satisfied, the Employee may be subject to adverse tax consequences including immediate taxation, a 20% excise tax and underpayment of interest penalties; and

WHEREAS, the parties have operated in good faith compliance with Section 409A since the Agreement became effective in April, 2008; and

WHEREAS, the parties wish to amend the Agreement effective as of December 1, 2008.

NOW, THEREFORE, TRM and the Employee hereby agree to amend the Agreement as follows:

1. Severance Benefits.

a.	For Installment Payments. Notwithstanding any provisions in the Agreement to the contrary, to the extent that the Agreement provides for payment of severance benefits over a period of time, all severance benefits will be paid in accordance with the normal payroll cycles of the Company, which dates will be deemed to be “fixed payment dates” for purposes of satisfying Section 409A. All severance benefits will commence to be paid within 30 days after execution of a Severance Agreement and General Release (a “Release”), and the expiration of any revocation period. In no event will the severance benefit commence to be paid more than 21/2 months after the end of the Employee calendar year in which a Separation from Service occurs, provided the Employee executes and returns the Release within the applicable time limitations contained in the Agreement, this Amendment or any Release, without revocation of the Release.
	If the period during which the Employee has discretion to consider and revoke the Release straddles two taxable years of the Employee, then the Company shall make the payments to which the Employee is entitled under Section 1(a) in the second of such taxable years, regardless of the taxable year during which the Employee actually delivers the executed Release to the Company.
b.	For Lump Sum Payments. Notwithstanding any provisions in the Agreement to the contrary, all severance benefits attributable to any Bonus Payments will be paid in a single lump sum cash payment on the anniversary date of the Separation from Service.
c.	COBRA Benefits. The Company has agreed to continue to provide medical coverage. For purposes of clarification, the Company agrees to pay for 100% of the cost of COBRA benefits for the Employee, and any spouse or dependents, for a period of 12 months following a Separation from Service.

     At the end of the period in which the Company is paying 100% of the cost of COBRA benefits, the Employee may continue COBRA benefits for the full period in which COBRA rights exist for the Employee, and any dependents, including the extension of COBRA coverage for any subsequent events.

2. Good Reason Termination. Sections 2.1(d) and 2.2(a) provide that the Employee is entitled to voluntary resignation for “Good Reason”. The parties hereby agree that the following provisions will apply to

permit the Employee to terminate employment for “Good Reason” under the terms of the Employment Agreement:

a. The Employee may terminate employment for “Good Reason”, which is defined to include:

i.	An involuntary reduction in base salary.
ii.	A requirement that the Employee work outside of the Geographic Scope in the Agreement (i.e., within 60 miles of the Philadelphia office).

b. The Employee’s Separation from Service will be “treated” as an involuntary termination if the following "safe harbor” rules are satisfied:

i.	The Employee must provide notice of the existence of the Good Reason condition within a period not to exceed 30 days of its initial existence.
v.	The Company will be provided a period of 30 days during which it may remedy the condition entitling the Employee to terminate employment for Good Reason.
vi.	The Employee must Separate from Service within a limited period of time, not to exceed 60 days following the reason for the Good Reason termination.
vii.	The amount, time and form of payment upon a voluntary Separation from Service for Good Reason must be identical to the amount, time and form of payment upon an involuntary termination under the Agreement.

3. Section 409A Compliance for Benefit Payments. The parties acknowledge that the payment of some or all of the above severance benefits may be considered to be a form of nonqualified deferred compensation benefits subject to Section 409A of the Code. In recognition of this fact, the parties hereby agree and confirm as follows:

a.	Notwithstanding any provisions of this Release to the contrary, in no event will any cash severance benefits generally be paid, or commence to be paid for any periodic payments, more than 21/2 months after the end of the calendar year in which a Separation from Service occurs.
b.	The parties acknowledge that the continuation of benefits under COBRA and other benefits will be incurred and paid by the December 31 of the second calendar year following the calendar year in which a Separation from Service occurs.
c.	Continuation of any other benefits must generally be incurred and paid by December 31 of the second calendar year following the calendar year in which a Separation from Service occurs to comply with Section 409A of the Code.

4.	Payment. Whenever a payment under the Agreement, this Amendment or any Release specifies a payment period with reference to a number of days (e.g., “payment will be made within 30 days after a Separation from Service”), the actual date of payment within the specified period will be within the sole discretion of the Company.
5.	Section 409A Compliance. It is intended that the Agreement and this Amendment will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement will be interpreted on a basis consistent with such intent. If any additional amendments to the Agreement are necessary for the Agreement to comply with Section 409A, the parties will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act, pursuant to this Section 5, will subject the Company to any claim, liability, or expense, and the Company will not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Section 409A of the Code.
	For all purposes under this Agreement, reference to the Employee’s “Termination of Employment” (and corollary terms) with the Company will be construed to refer to a “Separation from Service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company.

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code: (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause; (ii) will not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments will be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.

6.

Delay in Payment For Specified Employees.

a.

Delay in Payment for Specified Employees. To the extent that any Employee is determined to be a Specified Employee of the Company or any Related Entity, in no event will any of the above severance benefits be made within 6 months after the Employee’s Separation from Service, except as permitted below. Any and all payments that are not permitted to be made within such 6 month period will be delayed until the 15th day of the 7th month after a Separation from Service occurs and will retroactively be paid to make the Employee whole for any lost benefits. All delayed payments will be made after the expiration of the 6 month period, with interest at a rate equal to the prime rate as determined as of the first day of the month after a Separation from Service occurs, plus 2%.

b.

Exception for Specified Employees. Notwithstanding any provision in the Agreement or this Amendment to the contrary, in accordance with the Final Regulations issued under Section 409A of the Code, to the extent that the severance benefits to a Specified Employee do not exceed the lesser of the Specified Employee salary for the past 2 years or the Section 401(a)(17) compensation limitations (i.e., $230,000 in 2008 and $245,000 in 2009), such amount will be paid within the 6 month period of time during which benefits may generally not be paid to Specified Employees. To the extent benefits exceed such limitations (which is a maximum of $460,000 in 2008 and $490,000 in 2009), the balance of any payments will be made following the expiration of the 6 month period following a Separation of Service in a single lump sum payment on the 15th day of the 7th month following a Separation from Service, with interest as specified in Section 6(a) above, for the delay in making payments.

7. General Definitions.

a.	“Disability” means an Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by an independent third party physician, selected within the discretion of the Company. The determination of whether an Employee is Disabled will be determined by the Company, in its sole discretion, but subject to the provisions of Section 409A.
b.	“Key Employee” means an employee as described in Section 416(i) of the Code, determined without regard to Section 416(i)(5) thereof. For purposes of this provision, a Key Employee is an officer earning more than $150,000 in 2008 and $160,000 in 2009, (with a limit of no more than 50 employees, or if less, the greater of 3 or 10% of all employees being treated as officers); a 5% owner; or a 1% owner having annual compensation of more than $150,000. All amounts will automatically be increased as provided under the Code for cost of living or other changes.
c.	“Separation from Service” means an Employee is no longer employed by the Company on account of a Separation from Service, retirement, disability or death. Consistent with the Final Treasury Regulation, or any subsequent guidance under Section 409A of the Code, no Separation from Service will occur if an Employee continues to perform services as a consultant or an employee in excess of any amount of time permitted under such guidance.

i. Leave of Absence. For purposes of Section 409A, the employment relationship is treated as continuing in effect while an Employee is on military leave, sick leave, or other bona fide leave of absence, as long as the period of leave does not exceed 6 months, or if longer, as long as an Employee’s right to reemployment with the Company

	is provided either by statute or contract. Otherwise, after a 6 month leave of absence, the employment relationship if deemed terminated.
ii.	Part-Time Status. Whether or not a termination of employment occurs is determined based upon all facts and circumstances. However, in the event that services provided by an Employee are insignificant, a Separation from Service will be deemed to have occurred. For purposes of Section 409A, if an Employee is providing services to the Company at a rate that is at least equal to 20% of the services rendered, on average, during the immediately preceding 3 full calendar years of employment (or such lesser period), and the annual compensation for such services is at least 20% of the average annual compensation earned during the final 3 full calendar years of employment (or such lesser period), no termination will be deemed to have occurred since such services are not insignificant.
iii.	Consulting Services. Where an Employee continues to provide services to the Company or any Related Entities in a capacity other than as an employee, a Separation from Service will not be deemed to have occurred if an Employee is providing services at an annual rate that is 50% or more of the services rendered, on average, during the immediately preceding 3 full calendar years of employment (or such lesser period) and the annual remuneration for such services is 50% or more of the annual remuneration earned during the final 3 full calendar years of employment (or such lesser period).

d. “Specified Employee” means a Key Employee who is employed by any employer which has its stock publicly traded on an established securities market. For purposes of the Agreement, the “Specified Employee Identification Date” will be each December 31, and the “Specified Employee Effective Date” will be the following April 1. Specified Employees will be determined by the Company on an annual basis for purposes of all nonqualified deferred compensation plans and any other programs in accordance with the provisions of Section 409A of the Code.

8.	Consequences of Violating Section 409A. The Employee will be informed that in the event of any violation of Section 409A of the Code, severance and other payments may be subject to income taxes, a 20% excise tax, and underpayment of interest penalties. However, the Agreement and this Amendment are intended to comply with Section 409A and will be interpreted consistent with the provisions of Section 409A.
9.	General Release. The terms of the Agreement require the Employee to execute a Release, as a condition precedent to the payment of severance benefits. In order to avoid negotiation of a Release at the time of any Separation from Service, the parties agree to abide by the terms of the Release, as attached hereto this Amendment, for purposes of any future terminations.
10.	Withholding of Taxes. The Company will deduct from all severance payments made to any Employee all applicable federal, state or local taxes required by law to be withheld from such payments.
11.	No Other Changes. No provisions of this Amendment Number 1 will otherwise change the obligations of the parties under the Agreement, and all other provisions of the Agreement will continue to apply. The purpose of this Amendment is to confirm that all payments will satisfy Section 409A of the Code, and to avoid any adverse tax consequences to the Employee.

IN WITNESS WHEREOF, the parties have hereto executed this Amendment effective as of December 1, 2008.

		TRM CORPORATION
Date:	December 30, 2008	BY:.	/s/ Richard B. Stern Richard B. Stern
			President & CEO
Date:	December 30, 2008		/s/ Douglas B. Falcone
		Douglas B. Falcone

EX-21

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	Ontario
FPC France Ltd. 1	Oregon
TRM ATM Corporation	Oregon
TRM ATM Acquisition Corporation	Delaware
S-3 Corporation 1	Delaware
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.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-92535, 333-26989, 333-67433, 333-128068, and 333-155488) of TRM Corporation of our report dated March 31, 2009 relating to our audit of the consolidated financial statements, which appear in the Annual Report on Form 10-K of TRM Corporation for the year ended December 31, 2008.

/s/ McGladrey & Pullen, LLP

Blue Bell, Pennsylvania
March 31, 2009

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-128068 and 333-155488) and Form S-3 (No. 333-130094) of TRM Corporation of our report dated May 23, 2007, except for the retrospective restatement of the Canadian photocopy operations as discontinued operations described in Note 12, which is as of March 28, 2008, relating to the 2006 consolidated financial statements and financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon

March 31, 2009

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, Richard B. Stern, certify that:

1.	I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2008 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: March 31, 2009	By:	/s/ Richard B. Stern
		Richard B. Stern
		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, Michael J. Dolan, certify that:

1.	I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2008 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: March 31, 2009	By:	/s/ Michael J. Dolan
		Michael J. Dolan
		Chief Financial 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, Richard B. Stern, 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, 2008 (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: March 31, 2009	By:	/s/ Richard B. Stern
		Richard B. Stern
		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, Michael J. Dolan, 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, 2008 (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: March 31, 2009	By:	/s/ Michael J. Dolan
		Michael J. Dolan
		Chief Financial Officer