S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 2005

REGISTRATION NO. 333-                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TRM CORPORATION

(Exact name of respective registrants as specified in their respective charters)

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

5208 N.E. 122nd Avenue
Portland, Oregon 97230-1074
(503) 257-8766
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Amy B. Krallman, Esq.
Senior Vice President
5208 N.E. 122nd Avenue
Portland, Oregon 97230-1074
(503) 257-8766
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
J. Baur Whittlesey, Esq.
Julie H. Bekier, Esq.
Ledgewood, P.C.
1521 Locust Street
Philadelphia, PA 19102
(215) 731-9450

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes or securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

		PROPOSED	PROPOSED
		MAXIMUM	MAXIMUM
TITLE OF EACH	AMOUNT	OFFERING	AGGREGATE	AMOUNT
CLASS OF SECURITIES	TO BE	PRICE PER	OFFERING	OF REGISTRATION
TO BE REGISTERED	REGISTERED	UNIT	PRICE(1)	FEE
Common Stock, no par value	2,778,375 shares	$7.01	$19,476,409	$2,084

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. Based on the average of the high and low prices per share of Common Stock of the registrant as reported on the Nasdaq National Market on November 30, 2005.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 2, 2005

PROSPECTUS

2,778,375 Shares

TRM CORPORATION

Common Stock

This prospectus is part of a registration statement that covers 2,778,375 shares of our common stock that were initially sold in a private placement transaction on October 5, 2005. The initial purchasers of the privately-placed shares and their transferees are named in this prospectus as the selling shareholders. The selling shareholders may use this prospectus to resell their shares of common stock from time to time on the Nasdaq National Market in regular brokerage transactions, in transactions directly with market makers or in privately negotiated transactions. The selling shareholders and any underwriters, dealers or agents who participate in the distribution of common stock may be deemed to be “underwriters” under the Securities Act of 1933. See “Plan of Distribution.”

We will not receive any proceeds from the sale of the common stock by the selling shareholders. We will bear the costs and expenses of registering the common stock offered by the selling shareholders. Selling commissions, brokerage fees and any applicable stock transfer taxes are payable by the selling shareholders.

Our common stock is traded on the Nasdaq National Market under the symbol “TRMM.” On December 1, 2005, the last sale price of our common stock on the Nasdaq National Market was $7.13 per share.

YOU SHOULD READ THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS DATED DECEMBER ___, 2005

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and the documents we incorporate by reference include, or will include, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate, or may relate, to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate, or may relate, to our future prospects, developments and business strategies. The statements contained in or incorporated by reference into this prospectus that do not relate, or may not relate, to historical fact may include forward-looking statements that involve a number of risks and uncertainties. We use the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “could,” “may,” “project” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to risks, uncertainties and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control and could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. We discuss these risks, uncertainties and other factors in the “Risk Factors” section of this prospectus, as well as in the documents incorporated by reference in this prospectus. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus or in documents incorporated by reference into this prospectus, might not occur. Accordingly, you should not put undue reliance on any forward-looking statements. All of our forward-looking statements speak only as of their respective dates. We undertake no obligation to update our forward-looking statements or risk factors to reflect new information or future events or for any other reason, except as required by law.

THE COMPANY

     We are one of the largest multinational owners and operators of automated teller machine, or ATM, networks, with operations in the United States, the United Kingdom and Canada. As an independent sales organization, or ISO, we own and operate non-bank branch, or off-premises, ATM networks. We have the second largest off-premises ATM network in both the United States and the United Kingdom and the third largest off-premises ATM network in Canada, managing 16,329 ATMs in the United States, 3,818 ATMs in the United Kingdom and 2,096 ATMs in Canada as of September 30, 2005. In addition, we own and operate a photocopier network with 24,118 self-service photocopiers deployed throughout the United States, the United Kingdom and Canada as of September 30, 2005.

     Since 2001, our growth has been driven by the significant increase in the size of our ATM operations including, since November 2004, growth resulting from our acquisition of the ATM business of eFunds Corporation (NYSE: EFD), which included networks with approximately 15,700 ATMs at the time of closing. As a result of this growth, the number of transactions processed by our ATM networks has grown from 9.0 million in 2001 to 26.7 million in 2004 and from 5.7 million in the third quarter of 2004 to 20.0 million in the third quarter of 2005. Primarily as a result of this growth, our ATM net sales increased from $16.6 million in 2001 to $50.5 million in 2004 and from $12.6 million in the third quarter of 2004 to $23.4 million in the third quarter of 2005. Net sales from our ATM operations accounted for 54.5% of our total net sales in 2004, compared to 44.1% in 2003, and were 74.6% of our total net sales in the third quarter of 2005 as compared to 55.9% in the third quarter of 2004.

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

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     We believe that we are the only large-scale owner and operator of self-service, merchant-based photocopiers in the United States, the United Kingdom and Canada. As of September 30, 2005, we had 18,728 photocopiers deployed in the United States, 2,570 in the United Kingdom and 2,820 in Canada. The average number of photocopies made per installed machine has historically been declining. Contributing to these declines was our decision in the fourth quarter of 2003 to work with our merchants to increase per copy charges, which was based on a determination that sales resulting from the increased prices, together with cost savings, would exceed sales lost through the decreased volumes we expected the price increases would produce. As a result of our implementation of this strategy, our photocopier gross profit grew 5% from $18.5 million in 2003 to $19.4 million in 2004 as a result of cost reductions. In the quarter ended September 30, 2005, photocopier gross profit decreased 42% to $2.6 million as compared to $4.5 million in the quarter ended September 30, 2004. The decrease in gross profit was driven primarily by declines in copy volume per machine which occurred at a rate greater than anticipated and a delay in implementing additional copy price increases. We expect that net sales resulting from our most recent price increases effected during fall 2005 will begin to offset net sales lost through decreased volumes in 2006. Although we believe that our photocopier operation is a mature business, it remains an important source of cash flow to help us grow our ATM business, and we may opportunistically add photocopier locations to our ATM network locations.

     To maintain our networks of ATMs and photocopiers, we have developed an extensive field service operation. Through this operation, we provide installation, maintenance, diagnostic and repair services to approximately 90% of the ATMs in our networks and 94% of our photocopiers as of September 30, 2005. We believe that our field service capabilities distinguish us from our competitors and enable us to service our machines more promptly and efficiently than if we relied solely on third-party service providers. They have also allowed us to provide field services to other ATM owners. Before acquiring the eFunds ATM business, we were the servicing subcontractor for the majority of the ATMs in eFunds’ networks. As a result of our acquisition of those networks in November 2004, we now bill the same merchants directly for servicing work, allowing us to capture the mark-up previously retained by eFunds.

     Our address is 5208 N.E. 122nd Avenue, Portland, Oregon 97230-1074. Our telephone number is (503) 257-8766.

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RISK FACTORS

     You should carefully consider each of the risks described below, together with all of the other information contained in or incorporated by reference into this prospectus, before deciding to invest in our securities. If any of the following risks develop into actual events, our business, financial condition or results of operations could be materially adversely affected, the trading price of your securities, if any, could decline and you may lose all or part of your investment.

Risks Relating to Our Business Generally

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

     Transaction fees for our networks of ATMs and photocopiers produce substantially all of our sales. Consequently, our future operating results will depend on both transaction volume and the amount of the transaction fees we receive. Our transaction volume and fees will depend principally upon:

• our ability to find replacement sites in the event of merchant turnover;

• 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 and photocopiers in our networks 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 decreases in either of our primary market segments, our sales could decline, which would harm our operating results.

Fluctuations in foreign exchange rates could affect the amounts we report in our financial statements.

     We record the results of our U.K. and Canadian operations in the relevant local currency and convert these results into U.S. dollars at the applicable exchange rate for inclusion in our consolidated financial statements. We have not tried historically to reduce our exposure to foreign exchange rate fluctuations by currency hedging. As a result, changes in exchange rates may cause the amounts we report in our financial statements to fluctuate without relation to the results of the underlying operations in the respective host currencies. 40% of our net sales for the year ended December 31, 2004 occurred in the United Kingdom and were denominated in British Pounds. During 2004, the U.S. dollar reached its lowest value relative to the British pound in the previous five years. Due to the increase in the value of the British pound during 2004, we reported $4.0 million more in net sales and $2.4 million more in cost of sales during that period than we would have reported if the exchange rate had remained constant at the 2003 average. 39% of our net sales for the nine months ended September 30, 2005 occurred in the United Kingdom or Canada and were denominated in British pounds or Canadian dollars. Due to the increase in the value of the British pound and Canadian dollar during 2005, we reported $1.2 million more in net sales and $770,000 more in cost of sales during the first nine months of 2005 than we would have reported if the exchange rates had remained constant at the average, for the first nine months of 2004.

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

     New technology in the ATM or photocopier industries may result in the machines in our networks becoming obsolete, requiring us, or the merchants in our networks who own their machines, to either replace or upgrade the 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. A failure to either

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replace or upgrade obsolete machines could result in customers using other ATM or photocopier networks that have newer technology, thereby reducing our sales and reducing or eliminating our profitability.

Loss of key personnel could harm our business.

     Our ability to execute our growth strategy successfully depends, in part, upon the continued service of Kenneth L. Tepper, our President and Chief Executive Officer. The employment agreement we have with Mr. Tepper allows him to terminate his employment with us at any time. Our future success also depends upon our ability to attract, retain and motivate highly-skilled employees. Loss of the services of Mr. Tepper or any other key employee, and the failure to attract and retain other highly-qualified employees, would impair our ability to continue to grow our business. We do not maintain key person life insurance policies on any of our key employees.

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

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

We may not be able to obtain sufficient funds to continue to grow our business and any additional financing may be on terms adverse to your interests.

     We may need additional financing to continue to grow our business. If additional financing is not available when we require it or is not available on acceptable terms, we may be unable to fund our expansion, take advantage of business opportunities or respond to competitive pressures, any of which could reduce the trading price of our common stock. If we obtain additional financing by issuing equity securities, holders of common stock may experience significant dilution in ownership interest. Moreover, any equity financing we obtain could have rights senior to those of any common stock holder. If we obtain additional financing by issuing debt securities, the terms of those securities could restrict or prevent us from paying dividends and could limit our flexibility in making business decisions beyond the restrictions and limitations in our existing credit facility. In these cases, the value of your investment could be reduced.

Our operating results may decline and our merchants may become dissatisfied if we are unable to expand our field service operations.

     We cannot be certain that we will be able effectively to expand our field service support network as quickly as necessary to accommodate our growing business. We believe that our ability to provide reliable and effective service to our ATMs and photocopiers gives us a competitive advantage when approaching merchants about locating machines in their facilities and is important to the successful expansion of our ATM business. We have rapidly expanded our ATM networks and seek to continue that expansion. As a result, we may need to expand our field service operations to accommodate increased demand for these services, which would require time to hire and train additional personnel. If we are unable to expand our field service operations to match our growth, we may damage our relationships with merchants on whom we rely for our ATM and photocopier

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placements, and our ATMs and photocopiers may experience longer down times than they have in the past, resulting in lower per-machine sales.

Increases in interest rates will increase our expenses.

     We have credit and vault cash facilities that carry variable interest rates. Consequently, a rise in interest rates would increase our operating costs and expenses.

Failure to achieve and maintain effective internal control over financial reporting could harm our business, operating results and cause the trading price of our common stock to decline.

     We are in the process of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by the independent registered public accounting firm which audits our financial statements addressing these assessments. During the course of our testing we may identify deficiencies which we may not be able to remediate by the time we file our financial statements for the year ending December 31, 2005, which is the deadline imposed by the Sarbanes-Oxley Act for our compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal control, as the control standards may be amended, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Effective internal control over financial reporting is necessary for us to effectively manage our business and produce reliable financial reports and is important for helping prevent financial fraud. If we do not maintain effective internal control over financial reporting, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could decline.

Risks Relating to Our ATM Business

We may be unable to successfully integrate our ATM acquisitions, including the acquisition of the eFunds ATM business, with our operations and to realize all of the anticipated benefits of those acquisitions.

     An acquisition of any significant ATM network, and in particular the eFunds ATM business, involves the integration of operations that previously have operated independently, which can be a complex, costly and time-consuming process. The difficulties of combining the operations include, among other things:

• operating a significantly larger combined company;

• the necessity of coordinating disparate organizations, systems and facilities;

• retaining merchant participants in the acquired network; and

• consolidating corporate and administrative functions and implementing cost savings.

     Primarily as a result of five acquisitions during 2004, our ATM networks have grown from 3,416 ATMs at December 31, 2003 to 22,243 ATMs at September 30, 2005, materially increasing our integration risk. Moreover, since the ATM contracts in the eFunds networks we acquired have terms expiring within the next six years, the potential for merchant participants in those networks to leave is greater than with our pre-acquisition ATM networks.

     The process of combining an acquired network with ours could cause an interruption in our business and, possibly, the loss of key personnel. The diversion of management’s attention and any delays or difficulties encountered in connection with the acquisition and the integration of an acquired network with ours could harm our combined business, results of operations, financial condition or prospects after the acquisition.

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

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

We may not succeed in our acquisition strategy.

     We plan to expand our ATM networks through complementary acquisitions in the United States, United Kingdom, Canada and other countries as opportunities arise. We are currently evaluating several acquisitions and expect to consider growth opportunities through additional acquisitions. Our acquisition strategy has several risks, including:

• We may not be able to successfully identify or complete additional acquisitions.

• We may not be able to obtain any financing that may be necessary.

• The operations, technology and personnel of any acquired networks may be difficult to integrate.

• Substantial management resources may be diverted from our day-to-day business to consummate and integrate these transactions.

• Acquired networks may not achieve anticipated net sales, earnings or cash flow. Such a shortfall could require us to write down the carrying value of the intangible assets associated with any acquired network.

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• We may incur substantial amounts of debt to complete our acquisitions which may significantly increase our costs. Moreover, these costs could increase if interest rates on that debt increase.

• If we acquire an existing company, as opposed to simply acquiring existing ATM networks, we may assume some or all of the liabilities associated with the acquired company, further increasing our debt burden and our costs.

• If the ATM industries in the United States, the United Kingdom and Canada continue to consolidate, as we expect that they will, we may face increased competition for acquisition opportunities, which may inhibit our ability to complete suitable acquisitions on terms favorable to us.

Any of these factors could increase our expenses and charges and decrease our net sales and the trading price of our common stock.

Our international operations may not be successful.

     As of September 30, 2005, approximately 17% of our ATMs were located in the United Kingdom and approximately 9% of our ATMs were located in Canada. We have also begun to develop ATM networks in Germany and Northern Ireland. We expect to continue to expand in the United Kingdom, Canada, Germany and Northern Ireland, and into other countries and geographic areas as opportunities arise. Our international operations are subject to inherent risks, including:

• exposure to currency fluctuations;

• difficulties in complying with foreign laws and regulations;

• unexpected changes in regulatory requirements;

• difficulties in staffing and managing foreign operations; and

• potentially adverse tax consequences.

Any of these factors could harm our international operations and international expansion and, consequently, our business, results of operations and financial condition.

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

     ATM withdrawal transactions involve the electronic transfer of funds through EFTNs. The U.S. Electronic Funds Transfer Act provides the basic framework establishing the rights, liabilities and responsibilities of participants in EFTNs in the United States. In addition, there have been various state and local efforts in the United States to ban, limit or otherwise regulate ATM transaction fees, which make up a large portion of our sales for our full placement ATMs and the principal source of ATM sales for merchants with merchant-owned ATMs in our networks. 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. In the United Kingdom, ATM owners must elect to receive either interchange fees or withdrawal fees; we have elected primarily to receive withdrawal fees. As a result, any limitation on the ability to charge withdrawal fees in areas where we have a concentration of ATMs could reduce our ATM sales from our full placement ATMs and reduce the incentive that merchants with merchant-owned ATMs would have to keep ATMs in our networks 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.

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     Because of reported instances of fraudulent use of ATMs, legislation is pending that would require state or federal licensing and background checks of ATM operators. There are proposals pending in some jurisdictions, including New York and New Jersey, that would require merchants that are not financial institutions to be licensed in order to maintain an ATM on their premises; other jurisdictions currently require such licensing. New licensing requirements could increase our cost of doing business in those markets.

Compliance with government and industry standards will increase our costs and, if we cannot meet compliance deadlines, could require us to remove non-compliant machines from service.

     The Digital Encryption Standard, or DES, is the encryption standard that ATMs use to encrypt the personal identification number that is sent to an ATM processing agent during an ATM transaction. Due to security concerns, MasterCard International, one of the largest EFTNs in the United States, LINK, the principal EFTN in the United Kingdom, and Interac, the principal EFTN in Canada, have required that ATMs using their networks be compliant with a new DES, known as “triple DES.” Compliance is required by some EFTNs in the United States by December 31, 2005, although we have extensions of the deadline to comply by December 31, 2006, and was required in Europe by April 1, 2005 although enforcement did not begin until July 1, 2005. Interac requires that a compliance plan be in place by February 28, 2008. For European ATMs, MasterCard International required compliance with a standard known as Europay Mastercard Visa, or EMV, by December 31, 2004, although sanctions for noncompliance did not begin until April 1, 2005. Our U.K. ATMs were compliant with all the standards applicable in Europe at September 30, 2005, and as of October 31, 2005, 30% of the ATMs we own in our networks in the United States were compliant with the standard to be required in the United States. We believe that the remaining cost of upgrading the ATMs we own in the United States to comply with triple DES will be approximately $3.2 million. We do not currently have an upgrade estimate for Canadian ATMs due to uncertainty as to the timing of required upgrades.

     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 U.S. 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 Brail 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 those merchant-owned ATMs where we are responsible for upgrade costs, potentially at significant expense to us.

     If ATMs in our network do not comply with relevant standards by the respective deadlines and we cannot obtain compliance waivers, we could have to remove the non-compliant ATMs from service and replace them with complying ATMs. As a result, our capital costs could increase and, during the period of time needed to replace the non-compliant machines, our ATM net sales could be materially reduced.

If we, our transaction processors, our EFTNs or our other service providers experience system failures, our ATM services 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, such interruption could cause us to 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

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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. For example, Visa/Plus, which accounted for approximately 13% of our interchange fees during the year ended December 31, 2004, has divided ATM providers into two tiers, and reduced the interchange fees it pays to second tier providers for withdrawals and balance inquiries by $.10 per transaction, effective October 1, 2005. Our ATMs do not meet all of the requirements for first tier status. As a means of mitigating the impact of the lower interchange rates paid by Visa/Plus we have had our processing agents adjust priority routing tables to, whenever possible, move transactions through EFTNs whose interchange rates are higher than those paid by the Visa/Plus EFTN.

     Cirrus/MasterCard implemented a $.05 per transaction ATM Convenience Fee in April of 2005. This fee is netted out of interchange dollars paid to TRM by the networks through its two processing partners. At this time approximately 20% of all transactions on the TRM and ACI processing platforms route through the Cirrus and MasterCard networks.

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

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

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

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

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

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

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

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

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

     If our U.S. vault cash arrangement terminates, we may not be able to obtain vault cash from alternative sources on acceptable terms or at all. If we do not have access to vault cash for our full placement ATMs and those of our merchant-owned ATMs for which we provide vault cash, we will have to suspend our operations with respect to these ATMs, our results of operations will be reduced and the trading price of our common stock may decrease.

Criminal activity by third parties, whether through tampering with our ATM machines or otherwise, could result in decreased consumer confidence in ATM usage and thereby reduce our profit.

     Recently, there have been reports in the press regarding the use of ATMs to defraud cardholders and their financial institutions. Criminals have been known to attach skimming devices to ATMs in order to copy the encoded personal information on a user’s debit or credit card that the criminal then uses to create counterfeit cards that can be used at ATMs or as credit cards to make unauthorized purchases. Although, as of this date, we are not aware of any our ATMs being used for skimming or any other illegal purpose, we cannot guarantee that criminals will not target one or more of our ATMs for skimming operations. Extensive counterfeiting activity could undermine consumer confidence in ATMs, thereby reducing ATM activity and our profit.

     Additionally, in the United Kingdom, there has been expanded theft activity, resulting in loss of cash and damaged ATMs. Due to the expense of crime insurance premiums and accompanying deductibles, we determined to self-insure against single losses at ATMs. This may materially increase our operating costs and reduce our profits.

Risks Relating to Our Photocopier Business

Loss of our photocopier placement contract with Albertson’s would materially reduce our photocopier sales.

     Albertson’s represented 8.0% of our photocopier net sales during 2004 and 7.3% in the first nine months of 2005. As of September 30, 2005, 9.0% of our photocopiers were located with that company. A loss of this contract would result in a material reduction in our photocopier sales and, due to the number of photocopiers affected and the potential difficulty of redeploying these machines, could result in a write down of our fixed assets.

The average remaining term of our photocopier placement contracts is ten months. To the extent merchants do not renew their contracts with us, our photocopier sales will decline.

     As of September 30, 2005, the average remaining term of our photocopier contracts was ten months. Photocopier net sales represented 45.5% of our net sales during 2004 and 26.6% of our net sales in the first nine

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months of 2005. If a significant number of merchants choose not to renew their photocopier placement contracts with us, it could reduce our sales, cash flow and operational profitability.

If photocopy volumes continue to decline, it could reduce our sales.

     Our photocopier volume has declined significantly over the past five years. Our price increases in 2003 and 2004, while reducing the declining sales trend, amplified the volume decline. Due to the competitive environment, we may not be able to continue to work with merchants to increase prices to offset volume declines. If we are unable to institute price increases that offset our volume declines, our photocopier sales and our cash flow will be reduced.

Risks Relating to Our Common Stock

We do not plan to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

     We do not plan to declare dividends on our common stock for the foreseeable future and, under the terms of our credit facility with Bank of America, we cannot pay dividends of more than $1.5 million per fiscal year without the bank’s consent. Since we are currently limited in our ability, and do not plan, to pay dividends on our common stock, your only opportunity to achieve a positive return on your investment for the foreseeable future may be if the market price of our common stock appreciates.

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

     The Oregon Business Corporation Act, our restated articles of incorporation and our restated bylaws contain provisions that could have the effect of delaying, deferring or preventing a change in control of our company or our management that shareholders may consider favorable or beneficial, which could reduce the value of your investment. These provisions could discourage proxy contests and make it more difficult for you and other 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.

     The Oregon Business Corporation Act also contains other limitations on corporate acquisitions and business combinations with interested shareholders.

Sales of our common stock by the selling shareholders may negatively affect our stock price.

     The market price of our common stock could decline as a result of sales of a large number of shares of our common stock by the selling shareholders, or the perception that such sales could occur. These sales also

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might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

     Due to fluctuations in the market price of our common stock, you may be unable to resell your shares at or above the price you paid for them. The market price for our common stock has been highly volatile and may continue to be highly volatile in the future. From January 1, 2003 through December 1, 2005, based on prices on the Nasdaq SmallCap Market and the Nasdaq National Market, our common stock price ranged from $0.50 to $27.00 per share and was $7.13 per share on December 1, 2005.

     In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, particularly companies like ours with smaller market capitalizations. As a result, the price of our common stock could fluctuate based upon factors beyond our control, and these fluctuations could materially reduce our share price.

If our share price is volatile, we may be the target of securities litigation, which can be costly and time-consuming to defend.

     In the past, following periods of market volatility in the price of a company’s securities, security holders have often instituted class action litigation. In this regard, we note that, from November 14, 2005 to November 15, 2005, the per share price of our common stock declined from $11.99 to $6.97 (closing prices) following announcement of our third quarter 2005 financial results. If we become involved in class action or other securities litigation, regardless of the outcome, we could incur substantial legal costs and our management’s attention could be diverted from the operation of our business, causing our business to suffer.

Risks Related to Our Indebtedness

We have a substantial amount of indebtedness, which may reduce our cash flow and our ability to operate our business.

     As of September 30, 2005, we owed $125.7 million pursuant to our $150 million syndicated loan facility ($120 million of which was used to fund the acquisition of eFunds’ ATM business), $112.5 million under the term loan portion of the facility and $13.2 million under the $30 million line of credit portion of the facility.

     Our substantial indebtedness could have important consequences to you. For example, it could:

• require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;

• limit our flexibility in planning for and reacting to changes in our business and in the ATM and photocopying industries;

• make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation and industry operating standards; and

• limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our growth strategy, including acquisitions, or other purposes.

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     Furthermore, our interest expense could increase if interest rates increase because a significant amount of our indebtedness bears interest at floating rates and our vault cash facility expense is based on market rates of interest. Any such increase could reduce our earnings.

     Our credit agreement restricts our incurrence of additional indebtedness, although these restrictions are subject to a number of important qualifications and exceptions that permit us to increase debt in specified circumstances. If we incur additional debt, the related risks that we now face, including those described above, could intensify.

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

     Our credit agreement includes 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;

• incur liens;

• make loans and investments;

• pay dividends;

• engage in transactions with affiliates;

• redeem or repurchase capital stock;

• prepay, redeem or repurchase subordinated indebtedness;

• issue or sell preferred stock of restricted subsidiaries;

• enter into sale and leaseback transactions;

• make asset or property dispositions; and

• change the nature of our business.

     Our credit agreement also contains covenants that prohibit our consolidated capital expenditures for 2005 to exceed $17.0 million and for each year thereafter to exceed $15.0 million. In addition, we are required to maintain specified financial ratios. As a result of these ratios, we are limited in the manner in which we conduct our business, and may be unable to engage in favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully operate our business.

     A failure to comply with the covenants under our credit agreement could result in an event of default. In the event of a default under our credit agreement, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings. An acceleration of indebtedness under our credit agreement would also likely result in an event of default under the terms of any other financing arrangement we have outstanding at the

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time. If any or all of our debt were to be accelerated, it is unlikely that our assets would be sufficient to repay such indebtedness in full. If we are unable to repay outstanding borrowings under our credit agreement when due, the lenders will have the right to proceed against the collateral securing such indebtedness, which includes the capital stock of our subsidiaries.

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USE OF PROCEEDS

     We will not receive any proceeds from the sale of the common stock by the selling shareholders in the offering; all net proceeds will go to the selling shareholders.

RECENT DEVELOPMENTS

     On September 1, 2005, we entered into agreements with Travelex UK Limited and SNAX 24 Corporation Limited to purchase all the shares of Travelex ATMs Limited and to purchase the assets of the ATM business of Travelex UK Limited. If all conditions for closing the transaction were not met by November 30, 2005, and if the parties did not agree in writing to extend that date, the obligations of the parties under the agreements terminate. The Travelex transaction has not completed. The parties are currently in discussion to agree on a basis under which a transaction can proceed on a revised timetable.

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SELLING SHAREHOLDERS

     We are registering the shares covered by this prospectus on behalf of the selling shareholders named in the table below. We originally issued these shares to the selling shareholders in a private placement transaction on October 5, 2005. We provided the selling shareholders with registration rights in connection with the private placement and are fulfilling our obligation to such selling shareholders by registering the shares of common stock covered by this prospectus. We are registering the shares to permit the selling shareholders and their pledgees, donees, transferees or other successors-in-interest that receive their shares from a selling shareholder as a gift, partnership distribution or other transfer after the date of this prospectus to resell the shares.

     The following table contains information as of December 1, 2005 with respect to the selling shareholders. The following table assumes that the selling shareholders sell all of the shares offered by this prospectus. We are unable to determine the exact number of shares that actually will be sold. As described in the “Plan of Distribution” section of this prospectus, the selling shareholders may offer all or some portion of their shares of the common stock from time to time. As a result, we are not able to accurately estimate the amount or percentage of shares of the common stock that will be held by the selling shareholders at any given time.

     Unless otherwise described below, to our knowledge, no selling shareholder or any of its affiliates has held any position or office with, been employed by or otherwise had any material relationship with us or our affiliates during the three years prior to the date of this prospectus.

			Number of
			Shares of
	Common Shares Beneficially		Common Stock		Common Shares Beneficially
	Owned Prior to Offering		Registered for		Owned after Offering
Name of Selling Shareholder	Number	Percentage	Resale		Number	Percentage
Perry Partners, L.P.				256,000
Perry Partners International, Inc.				544,000
SF Capital Partners Ltd.				100,000
Trenton Capital (QP), Ltd.				48,193
Trenton Capital, Ltd.				7,882
Bay Pond Partners, L.P.				115,000
Bay Pond Investors (Bermuda), L.P.				35,000
Christina Mattin				75,000
Walker Smith Capital, L.P.				7,300
Walker Smith Capital (QP), L.P.				41,400
Walker Smith International Fund, Ltd.				57,000
WS Opportunity Fund, L.P.				7,500
WS Opportunity Fund (QP), L.P.				7,000
WS Opportunity Fund International, Ltd.				9,800
Camden Partners Limited Partnership				21,000
Caxton International Limited				262,500
Steelhead Investments Ltd.				800,000
Nite Capital, L.P.				15,000
Perennial Investors, LLC				200,000
D.E. Shaw Investment Capital Group, L.L.C.				6,500
D.E. Shaw Valence Portfolios, L.L.C.				93,500
Calm Waters				68,800

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* Represents less than 1% of the common stock outstanding as of December 1, 2005.

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PLAN OF DISTRIBUTION

     The shares of the common stock listed in the table appearing in the “Selling Shareholders” section of this prospectus are being registered to permit public secondary trading of the shares by the holders of such shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of these shares by the selling shareholders. The selling shareholders will act independently of us in making decisions regarding the timing, manner and size of each sale. The sales may be made on the Nasdaq National Market, in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in privately negotiated transactions. The selling shareholders may effect these transactions by selling the shares to or through broker-dealers. The selling shareholders may sell their shares in one or more of, or a combination of:

• a block trade in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by a broker-dealer for its account under this prospectus;

• an exchange distribution in accordance with the rules of an exchange;

• ordinary brokerage transactions and transactions in which the broker solicits purchasers;

• the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• short sales of shares;

• privately negotiated transactions;

• a combination of any such methods of sale; and

• any other lawful method.

     The selling shareholders may also sell their shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

     To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. If the plan of distribution involves an arrangement with a broker-dealer for the sale of shares through a block trade, special offering, or secondary distribution or a purchase by a broker or dealer, the amendment or supplement will disclose:

• the name of each selling shareholder and of the participating broker-dealer(s);

• the number of shares involved;

• the price at which the shares were sold;

• the commissions paid or discounts or concessions allowed to the broker-dealer(s), where applicable;

• that a broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and

• other facts material to the transaction.

     The selling shareholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In these transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with selling shareholders. The selling shareholders also may sell shares short and redeliver the shares to close out short positions. The selling shareholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer the shares under this prospectus. The selling shareholders also

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may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the loaned shares, or upon a default the broker-dealer may sell the pledged shares under this prospectus.

     In effecting sales, broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in the resales. Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from selling shareholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the selling shareholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, in connection with sales of the shares. Accordingly, any commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Because selling shareholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the selling shareholders will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus that qualify for sale under Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than under this prospectus.

     The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in some states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

     Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period beginning on the later of one business day prior to the determination of the offering price or such time that a person becomes a distribution participant, and ending upon such person’s completion of participation in the distribution. In addition, each selling shareholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling shareholders. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

     We will bear all costs, expenses and fees in connection with the registration of the shares. The selling shareholders will bear all commissions and discounts, if any, attributable to the sales of the shares. The selling shareholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against specific liabilities, including liabilities arising under the Securities Act. The selling shareholders have agreed to indemnify us against specific liabilities in connection with the registration statement, the preliminary prospectus or final prospectus contained in the registration statement, including specified liabilities under the Securities Act. We have agreed to indemnify the selling shareholders against specified liabilities, including specified liabilities under the Securities Act.

     We have agreed to maintain the effectiveness of this registration statement until the earlier of (i) October 5, 2007 or (ii) such date as the selling shareholders have sold all of their common stock. No sales may be made based on this prospectus after the expiration date unless we amend or supplement this prospectus to indicate that we have agreed to extend the period of effectiveness. The selling shareholders may sell all, some or none of the shares offered by this prospectus.

EXPERTS

     The consolidated financial statements of TRM Corporation and its subsidiaries as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 incorporated by reference in this prospectus have been so incorporated by reference in reliance on the report of PricewaterhouseCoopers LLP, an

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independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

     The financial statements of the eFunds ATM Business as of September 30, 2004 and December 31, 2003 and for the nine-month period ended September 30, 2004 and each of the years in the two-year period ended December 31, 2003 have been incorporated by reference in this prospectus in reliance on the report of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, and given on the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

     The validity of the issuance of the shares of common stock in this offering will be passed upon for us by Ledgewood, P.C., Philadelphia, Pennsylvania. Matters pertaining to Oregon law will be passed upon for us by Perkins Coie LLP, Portland, Oregon.

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WHERE YOU CAN FIND MORE INFORMATION

     We have filed a registration statement on Form S-3 with the SEC with respect to this offering. This prospectus constitutes only part of the registration statement and does not contain all of the information set forth in the registration statement, its exhibits and its schedules. For further information with respect to us and our securities, we refer you to the registration statement and to the exhibits to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document to which we make reference are not necessarily complete and, in each instance, we refer you to the copy of the contract, agreement or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

     We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for additional information on the operation of the Public Reference Room.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to “incorporate by reference” the information we file with it. This means that we can disclose important information to you by referring to these documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 will automatically update and supersede this information. Any statement contained in this prospectus or a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to have been modified or superseded to the extent that a statement contained in this prospectus, or in any subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus, modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

     We are incorporating by reference the following documents that we have previously filed with the SEC (other than information in such documents that is deemed not to be filed), as well as any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until this offering has been completed:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

• our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;

• our Current Reports on Form 8-K/A filed with the SEC on February 7, 2005 (with respect to Item 9.01) and June 10, 2005 and on Form 8-K filed on March 10, 2005, March 29, 2005 (with respect to Item 9.01), April 1, 2005 (with respect to Item 9.01), April 14, 2005 (with respect to Item 9.01), May 6, 2005 (with respect to Item 9.01), May 16, 2005 (with respect to Item 9.01), May 24, 2005, May 24, 2005 (with respect to Item 9.01), June 28, 2005 (with respect to Item 9.01), July 1, 2005 (with respect to Item 9.01), August 10, 2005 (with respect to Item 9.01), August 15, 2005 (with respect to Item 9.01), September 8, 2005, September 28, 2005, October 5, 2005 and November 16, 2005 (with respect to Items 8.01 and 9.01);

• the description of our common stock set forth in our registration statement on Form 8-A, filed November 1, 1991 and amended on December 13, 1991.

     Copies of these filings are available at no cost at our website, www.trm.com. Amendments to these filings will be posted to our website as soon as reasonably practical after filing with the SEC. In addition, you may request a copy of these filings and any amendments thereto at no cost, by writing or telephoning us. Those copies will not include exhibits to those documents unless the exhibits are specifically incorporated by reference in the documents or unless you specifically request them. You may also request copies of any exhibits to the registration statement.

     Please direct your request to:

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Jeanette K. LaPointe, Executive Assistant
TRM Corporation
5208 N.E. 122nd Avenue
Portland, Oregon 97230-1074
(503) 257-8766

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No person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized representations or information. This prospectus does not constitute an offer or solicitation by anyone in any state in which an offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so to anyone to whom it is unlawful to make an offer or solicitation. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
THE COMPANY	1
RISK FACTORS	3
USE OF PROCEEDS	15
RECENT DEVELOPMENTS	15
SELLING SHAREHOLDERS	16
PLAN OF DISTRIBUTION	18
EXPERTS	19
LEGAL MATTERS	20
WHERE YOU CAN FIND MORE INFORMATION	21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	21
Share Purchase Agreement dated September 29, 2005
Consent of PricewaterhouseCoopers LLP
Consent of KPMG LLP

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INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table contains the costs and expenses payable by the Registrant in connection with the distribution of the Common Stock being registered, with the exception of underwriting discounts and commissions. All amounts are estimated, except the SEC registration fee:

SEC registration fee	$	2,084
Printing expenses	$	10,000
Accounting fees and expenses	$	40,000
Legal fees and expenses	$	50,000
Miscellaneous expenses	$	2,500
Total	$	104,584

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under the provisions of Sections 60.394 and 60.407 of the Oregon Business Corporation Act, TRM Corporation, or TRM, is required to indemnify any present or former officer or director against expenses arising out of legal proceedings in which the director or officer becomes involved by reason of being a director or officer if the director or officer is successful in the defense of such proceedings. Section 60.391 provides that TRM may indemnify a director or officer in connection with a proceeding in which he is not successful in defending if it is determined that he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the registrant or, in the case of a criminal action, if it is determined that he had no reasonable cause to believe his conduct was unlawful. Liabilities for which a director or officer may be indemnified include amounts paid in satisfaction of settlements, judgments, fines and other expenses (including attorneys’ fees incurred in connection with such proceedings). In a shareholder derivative action, no indemnification may be paid in respect of any claim, issue or matter as to which the director or officer has been adjudged to be liable to the registrant (except for expenses allowed by a court).

     TRM’s restated articles of incorporation provide for indemnification of its directors and officers to the full extent permitted by applicable law. Under the provisions of TRM’s restated bylaws, TRM is required to indemnify officers or directors to a greater extent than under the current provisions of Section 60.414 of the Oregon Business Corporation Act. Except with respect to shareholder derivative actions, the bylaw provisions generally state that the director or officer will be indemnified against expenses, amounts paid in settlement and judgments, fines, penalties and/or other amounts incurred with respect to any threatened, pending or completed proceeding, provided that (i) such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant, and (ii) with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful.

     The foregoing standards also apply with respect to the indemnification of expenses incurred in a shareholder derivative suit. However, a director or officer may only be indemnified for settlement amounts or judgments incurred in a derivative suit to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     In accordance with the Oregon Business Corporation Act, TRM’s restated articles of incorporation contain a provision to limit the personal liability of its directors for violations of their fiduciary duty. This provision eliminates each director’s liability to TRM or its shareholders, for monetary damages except (i) for breach of the director’s duty of loyalty to TRM or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 60.414 of the Oregon

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Business Corporation Act providing for liability of directors for unlawful distributions or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

     TRM maintains directors’ and officers’ liability insurance against any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty by any director or officer of itself or any direct or indirect subsidiary, excluding certain matters including fraudulent, dishonest or criminal acts or self-dealing.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION OF DOCUMENT
2.1(a)	Purchase Agreement by and among eFunds Corporation, eFunds (Canada) Corporation, TRM ATM Corporation and TRM (Canada) Corporation dated as of September 30, 2004 (incorporated herein by reference to Exhibit 10.3 of Form 10-Q filed for the quarter ended September 30, 2004)
2.1(b)	Amendment No. 1 to the Purchase Agreement by and among eFunds Corporation, eFunds (Canada) Corporation, TRM ATM Corporation and TRM (Canada) Corporation dated November 19, 2004 (incorporated herein by reference to Exhibit 2.2 of Form 8-K dated November 19, 2004)
2.2(a)	Agreement for the Sale and Purchase of the Entire Issued Share Capital of Travelex ATMs Limited dated September 1, 2005 by and among TRM Services Limited, TRM Corporation, and Travelex UK Limited and SNAX 24 Corporation Limited (incorporated herein by reference to Exhibit 10.8(a) of Form 8-K dated September 28, 2005)
2.2(b)	Agreement for the Sale and Purchase of the Business and Assets of Travelex UK Limited by and among Travelex UK Limited, TRM (ATM) Limited and TRM Corporation dated September 1, 2005 (incorporated herein by reference to Exhibit 10.8(b) of Form 8-K dated September 28, 2005)
3.1(a)	Amendments to the Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(a) of Form 10-K for the fiscal year ended June 30, 1998)
3.1(b)	Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(b) of Form 10-K for the fiscal year ended June 30, 1998)
3.2	Restated Bylaws (incorporated herein by reference to Exhibit 3.2 of Form 10-K for the fiscal year ended June 30, 1998)
4.1	Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 of Form S-3/A filed on August 25, 2004 [No. 333-116748])
4.2	Investors’ Rights Agreement (incorporated herein by reference to Exhibit 4.1 of Form 8-K dated July 9, 1998)
4.3	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1)
4.4	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2)
4.5	Share Purchase Agreement between the Registrant and the Purchasers listed therein, dated as of September 29, 2005
5.1	Opinion of Ledgewood, P.C.*
5.2	Opinion of Perkins Coie LLP*
23.1	Consent of Ledgewood, P.C. (included in Exhibit 5.1)*
23.2	Consent of Perkins Coie LLP (included in Exhibit 5.2)*
23.3	Consent of PricewaterhouseCoopers LLP
23.4	Consent of KPMG LLP
24.1	Power of Attorney (included as part of signature pages to this registration statement)

* To be supplied by amendment.

ITEM 17. UNDERTAKINGS

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Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

     (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

     (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 (§239.13) or Form F-3 (§239.33), and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b)) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) N/A

(5) That, for purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A), shall be deemed to be part of and included in the registration as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

     The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424);

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, such registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on December 2, 2005.

TRM CORPORATION

By:	/s/ KENNETH L. TEPPER
	Kenneth L. Tepper
	President and Chief Executive Officer   (Principal Executive Officer)

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth L. Tepper, Danial J. Tierney and Amy B. Krallman, or any of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any additional registration statement filed pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ KENNETH L. TEPPER KENNETH L. TEPPER	President and Chief Executive Officer (Principal Executive Officer)	December 2, 2005
/s/ DANIEL E. O’BRIEN DANIEL E. O’BRIEN	Chief Financial Officer (Principal Financial Officer)	December 2, 2005
/s/ JON S. PITCHER JON S. PITCHER	Principal Accounting Officer (Principal Accounting Officer)	December 2, 2005
/s/ DANIEL G. COHEN DANIEL G. COHEN	Chairman of the Board and Director	December 2, 2005
/s/ EDWARD E. COHEN EDWARD E. COHEN	Chairman of the Executive Committee and Director	December 2, 2005
/s/ NANCY ALPERIN NANCY ALPERIN	Director	December 2, 2005
/s/ SLAVKA B. GLASER SLAVKA B. GLASER	Director	December 2, 2005

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Signature	Capacity	Date
/s/ HERSH KOZLOV HERSH KOZLOV	Director	December 2, 2005
/s/ LANCE LAIFER LANCE LAIFER	Director	December 2, 2005
/s/ ALAN D. SCHREIBER, M.D. ALAN D. SCHREIBER, M.D.	Director	December 2, 2005
/s/ HARMON S. SPOLAN HARMON S. SPOLAN	Director	December 2, 2005

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION OF DOCUMENT
2.1(a)	Purchase Agreement by and among eFunds Corporation, eFunds (Canada) Corporation, TRM ATM Corporation and TRM (Canada) Corporation dated as of September 30, 2004 (incorporated herein by reference to Exhibit 10.3 of Form 10-Q filed for the quarter ended September 30, 2004)
2.1(b)	Amendment No. 1 to the Purchase Agreement by and among eFunds Corporation, eFunds (Canada) Corporation, TRM ATM Corporation and TRM (Canada) Corporation dated November 19, 2004 (incorporated herein by reference to Exhibit 2.2 of Form 8-K dated November 19, 2004)
2.2(a)	Agreement for the Sale and Purchase of the Entire Issued Share Capital of Travelex ATMs Limited dated September 1, 2005 by and among TRM Services Limited, TRM Corporation, and Travelex UK Limited and SNAX 24 Corporation Limited (incorporated herein by reference to Exhibit 10.8(a) of Form 8-K dated September 28, 2005)
2.2(b)	Agreement for the Sale and Purchase of the Business and Assets of Travelex UK Limited by and among Travelex UK Limited, TRM (ATM) Limited and TRM Corporation dated September 1, 2005 (incorporated herein by reference to Exhibit 10.8(b) of Form 8-K dated September 28, 2005)
3.1(a)	Amendments to the Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(a) of Form 10-K for the fiscal year ended June 30, 1998)
3.1(b)	Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(b) of Form 10-K for the fiscal year ended June 30, 1998)
3.2	Restated Bylaws (incorporated herein by reference to Exhibit 3.2 of Form 10-K for the fiscal year ended June 30, 1998)
4.1	Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 of Form S-3/A filed on August 25, 2004 [No. 333-116748])
4.2	Investors’ Rights Agreement (incorporated herein by reference to Exhibit 4.1 of Form 8-K dated July 9, 1998)
4.3	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1)
4.4	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2)
4.5	Share Purchase Agreement between the Registrant and the Purchasers listed therein, dated as of September 29, 2005
5.1	Opinion of Ledgewood, P.C.*
5.2	Opinion of Perkins Coie LLP*
23.1	Consent of Ledgewood, P.C. (included in Exhibit 5.1)*
23.2	Consent of Perkins Coie LLP (included in Exhibit 5.2)*
23.3	Consent of PricewaterhouseCoopers LLP
23.4	Consent of KPMG LLP
24.1	Power of Attorney (included as part of signature pages to this registration statement)

* To be supplied by amendment.

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EX-4.5

Exhibit 4.5

SHARE PURCHASE AGREEMENT

September 29, 2005

Section 1
Authorization and Sale of Shares	1
1.1 Authorization	1
1.2 Sale of Shares	1
Section 2
Closing Date: Delivery	1
2.1 Closing Date	1
2.2 Delivery	1
2.3 Purchase Price	1
Section 3
Representations and Warranties of the Company	2
3.1 Subsidiaries; Organization and Standing	2
3.2 Corporate Power, Authorization	2
3.3 Issuance and Delivery of the Shares	2
3.4 SEC Documents; Financial Statements	2
3.5 Governmental Consents	3
3.6 No Material Adverse Change	3
3.7 Intellectual Property	3
3.8 Authorized Capital Stock	4
3.9 Litigation	4
3.10 Use of Proceeds	4
3.11 Accountants	4
3.12 Compliance With Other Instruments	5
3.13 Permits	5
3.14 Investment Company	5
3.15 Securities Laws Disclosure; Publicity	5
3.16 Private Placement	5
3.17 Form S-3 Eligibility	6
3.18 Listing and Maintenance Requirements	6
3.19 Application of Takeover Protections	6
3.20 Insurance	6
3.21 Non-Public Information	6
3.22 Acknowledgment Regarding Purchasers’ Purchase of Securities	6
3.23 Foreign Corrupt Practices	6
3.24 Sarbanes-Oxley Act	7
3.25 Internal Accounting Controls	7

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Section 4
Representations, Warranties and Covenants of the Purchasers	7
4.1 Power; Authorization	7
4.2 Investment Experience	7
4.3 Investment Intent	8
4.4 Registration or Exemption Requirements	8
4.5 Certain Trading Limitations	8
4.6 Pledge Arrangements	9
Section 5
Conditions to Closing of Purchasers	9
5.1 Representations and Warranties	9
5.2 Covenants	9
5.3 Blue Sky	9
5.4 Legal Opinion	9
5.5 Nasdaq Qualification	10
5.6 Absence of Litigation	10
5.7 No Governmental Prohibition	10
Section 6
Conditions to Closing of Company	10
6.1 Representations and Warranties	10
6.2 Covenants	10
6.3 Blue Sky	10
6.4 Nasdaq Qualification	10
6.5 Absence of Litigation	10
6.6 No Governmental Prohibition	10
Section 7
Affirmative Covenants of the Company	11
7.1 Registration Requirements	11
7.2 Indemnification and Contribution	13
7.3 Restrictions on Transferability	15
Section 8
Restrictions on Transferability of Shares: Compliance With Securities Act	15
8.1 Securities Law Transfer Restrictions	16
8.2 Restrictive Legend	16
8.3 Transfer of Shares After Registration	17
8.4 Purchaser Information	17

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Section 9
Miscellaneous	17
9.1 Waivers and Amendments	17
9.2 Brokers and Finders	17
9.3 Governing Law	17
9.4 Survival	18
9.5 Successors and Assigns	18
9.6 Entire Agreement	18
9.7 Notices, etc	18
9.8 Severability of this Agreement	18
9.9 Counterparts	18
9.10 Further Assurances	18
9.11 Expenses	19
9.12 Currency	19
9.13 Replacement of Shares	19
9.14 Remedies	19
9.15 Independent Nature of Purchasers’ Obligations and Rights	19

Exhibit A	-	Schedule of Purchasers
Exhibit B	-	Subsidiary List
Exhibit C	-	Instruction Sheet for Purchaser
Exhibit C-1	-	Stock Certificate Questionnaire
Exhibit C-2	-	Registration Statement Questionnaire
Exhibit C-3	-	Certificate for Individual Purchasers
Exhibit C-4	-	Certificate for Corporate, Partnership, Trust, Foundation and Joint Purchasers
Exhibit D	-	Form of Opinion of Company Counsel
Exhibit E	-	Form of Purchaser’s Certificate of Subsequent Sale

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TRM Corporation

SHARE PURCHASE AGREEMENT

     This Share Purchase Agreement (the “Agreement”) is made as of September 29, 2005, by and among TRM Corporation, an Oregon corporation (the “Company”), with its principal office at 5208 N.E. 122^nd Avenue, Portland, Oregon 97230, and the persons listed on the Schedule of Purchasers attached hereto as Exhibit A (the “Purchasers”).

Section 1

Authorization and Sale of Shares

1.1 Authorization. The Company has authorized the sale and issuance pursuant to this Agreement of up to 2,778,375 shares of Common Stock, no par value (the “Common Stock”), of the Company (the “Shares”).

1.2 Sale of Shares. Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Purchaser and each Purchaser severally agrees to purchase from the Company the number of Shares set forth opposite such Purchaser’s name on Exhibit A for $14.54 per Share (the “Purchase Price”). The maximum aggregate purchase price payable by the Purchasers to the Company for all of the Shares shall be $40,397,572.50.

Section 2

Closing Date: Delivery

2.1 Closing Date. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held at the offices of Ledgewood, P.C., 1521 Locust Street, Philadelphia, PA 19102, on October 5, 2005, or at such time and place upon which the Company and the Purchasers shall agree. The date of the Closing is hereinafter referred to as the “Closing Date.”

2.2 Delivery. At the Closing, the Company will deliver, or cause to be delivered, to each Purchaser:

          (a) a stock certificate, registered in such Purchaser’s name as shown on Exhibit A, representing the number of Shares purchased by such Purchaser; and

          (b) a certificate from the Company that the representations and warranties made by the Company are true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date.

2.3 Purchase Price. The delivery of the Shares pursuant to Section 2.2 shall be made against payment of the purchase price therefor by wire transfer of immediately available funds to the

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Company’s account as designated in writing by the Company in the amount set forth on Exhibit A.

Section 3

Representations and Warranties of the Company

     The Company represents and warrants to the Purchasers as of the date hereof as follows:

3.1 Subsidiaries; Organization and Standing. The Company has no direct or indirect subsidiaries other than as set forth on Exhibit B attached hereto (such subsidiaries, excluding those set forth therein as not being material to the Company’s business and financial condition, are hereinafter referred to as the “Subsidiaries”). The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Oregon and the Subsidiaries are duly organized and validly existing under the laws of their jurisdiction of incorporation. The Company and the Subsidiaries are in good standing as domestic corporations under the laws of their jurisdictions of incorporation and each have all requisite corporate power and authority to conduct their business as currently conducted and as currently proposed to be conducted as disclosed in the SEC Documents (as defined below). The Company and the Subsidiaries are qualified to do business and are in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by them makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to materially and adversely affect the business, properties or financial condition of the Company and the Subsidiaries.

3.2 Corporate Power, Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Agreement, to sell and issue the Shares and to carry out and perform all of its obligations under this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited with respect to rights of indemnity and contribution by state or federal securities laws or the public policy underlying such laws and (iii) as limited by equitable principles generally. The execution and delivery of this Agreement does not, and the performance of this Agreement and the compliance with the provisions hereof and the issuance, sale and delivery of the Shares will not, conflict with or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien pursuant to the terms of, the Articles of Incorporation or Bylaws of the Company or any statute, law, rule or regulation or any state or federal order, judgment or decree or any indenture, mortgage, lease or other agreement or instrument to which the Company or any of its properties is subject.

3.3 Issuance and Delivery of the Shares. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable and not subject to any liens or other encumbrances. The Company has duly authorized and reserved for issuance a sufficient number of its authorized but unissued shares of Common Stock for the issuance and

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delivery of the Shares. The issuance and delivery of the Shares are not subject to preemptive or any other similar rights of the shareholders of the Company.

3.4 SEC Documents; Financial Statements. The Company has filed in a timely manner all documents that the Company was required to file with the Securities and Exchange Commission (the “SEC”) under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the twelve (12) months preceding the date of this Agreement (the “SEC Documents”). As of their respective filing dates all SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as applicable. None of the SEC Documents as of their respective dates contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the “Financial Statements”), as of the dates included in the SEC documents, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied as of the dates included in the SEC Documents and fairly present the consolidated financial position of the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended; provided, however, that the unaudited financial statements are subject to normal recurring year-end adjustments (which in any case will not be material) and do not contain all footnotes required under generally accepted accounting principles. All material agreements that are required to have been filed as exhibits to the SEC Documents under Item 601 of Regulation S-K to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents.

3.5 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement except for (a) compliance with the securities and blue sky laws in the states in which the Shares are offered and/or sold, (b) the filing of the registration statement and all amendments thereto (the “Registration Statement”) with the SEC as contemplated by Section 7.1 of this Agreement, (c) all required filings with The Nasdaq National Market necessary for the listing of the Shares or (d) those consents, approvals, orders or authorizations of or registrations, qualifications, designations, declarations or filings with, any federal, state, or local governmental authority on the part of the Company that have been obtained and will be in effect as of the Closing Date.

3.6 No Material Adverse Change. Except as otherwise disclosed in the SEC Documents, since June 30, 2005, there have not been any changes in the business, assets, liabilities, properties, financial condition or operations of the Company from those reflected in the Financial Statements except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse.

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3.7 Intellectual Property. The Company owns or possesses sufficient rights to use all patents, patent rights, inventions, trade secrets, know-how, proprietary rights and processes that are necessary for the conduct and proposed conduct of its business as described in the SEC Documents (the “Company’s Proprietary Rights”). To the knowledge of the Company, there are no third parties who have or will be able to establish rights to any of the Company’s Proprietary Rights, except for (i) the ownership rights of the third party licensors to the Company’s Proprietary Rights which are licensed to the Company by such third party licensors and (ii) the third party licensees of the Company’s Proprietary Rights. To the knowledge of the Company, there is no infringement by any third parties of any of the Company’s Proprietary Rights. Except as disclosed in the SEC Documents, the Company has not received any notice of, and has no knowledge of any infringement of or conflict with asserted rights of others with respect to any patent, patent right, invention, trade secret, know-how or other proprietary rights. The term “knowledge of the Company” means the actual knowledge of Kenneth Tepper, Daniel Tierney, Thomas Mann, Daniel O’ Brien, Gary Cosmer and Amy Krallman.

3.8 Authorized Capital Stock. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and the authorized and outstanding capital stock of the Company conforms, as of the dates for which such information is given, in all material respects to the statements relating thereto contained in the SEC Documents; there is no capital stock outstanding as of such dates other than as described in the SEC Documents. As of June 30, 2005, the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, of which 13,986,704 shares are outstanding, and 5,000,000 shares of Preferred Stock, no par value per share, of which no shares are outstanding. Except as disclosed in or contemplated by the SEC Documents and the Financial Statements of the Company and the related notes thereto, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations other than options granted under the Company’s stock plan and its employee stock purchase plan. No shareholder of the Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such shareholder under the Securities Act in the Registration Statement.

3.9 Litigation. Except as set forth in the SEC Documents, as of the date hereof, there are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened against the Company or any of its properties before or by any court or arbitrator or any governmental body, agency or official in which there is the possibility of an adverse decision that (a) would reasonably be expected to have a material adverse effect on the business, properties or financial condition of the Company and the Subsidiaries taken as a whole (a “Material Adverse Effect”), or (b) would reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement.

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3.10 Use of Proceeds. The Company will use the net proceeds from the sale of the Shares in part to pay down the existing credit facilities with Bank of America NA and for acquisitions of ATMs, which may include the purchase of ATM equipment, the acquisition of ATM systems owned by third parties or the acquisition of companies owning ATMs and for working capital and general corporate purposes. Pending these uses, the Company intends to invest the net proceeds from this offering in short-term, interest-bearing, investment-grade securities.

3.11 Accountants. PricewaterhouseCoopers LLP, who will express their opinion with respect to the audited financial statements and schedules to be included as a part of the Registration Statement prior to the filing of the Registration Statement, are an independent registered public accounting firm as required by the Securities Act and the rules and regulations promulgated thereunder.

3.12 Compliance With Other Instruments. Neither the Company nor any of its Subsidiaries has been advised, nor has reason to believe, that it is not conducting its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business, except where the failure to do so would not have a Material Adverse Effect. The Company is not in violation or default of any provision of its Articles of Incorporation or Bylaws, each as amended to date. Except as to defaults and violations which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, the Company is not in violation or default of any provision of any agreement, license, permit, instrument, judgment, order, writ or decree to which it is a party or by which it is bound.

3.13 Permits. The Company and the Subsidiaries have all franchises, permits, licenses, and any similar authority necessary for the conduct of their business as now being conducted by them and as currently proposed to be conducted as disclosed in the SEC Documents, the lack of which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

3.14 Investment Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.15 Securities Laws Disclosure; Publicity. On or before 8:30 a.m., New York local time, on September 30, 2005 the Company shall issue a press release announcing the signing of this Agreement and describing the terms of the transactions contemplated by this Agreement. On or before October 5, 2005, the Company shall file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by this Agreement and including as an exhibit to such Current Report on Form 8-K this Agreement, in the form required by the Exchange Act.

3.16 Private Placement. Neither the Company nor any person acting on the Company’s behalf has sold or offered to sell or solicited any offer to buy any of the Shares by means of any form of general solicitation or advertising. Neither the Company nor any person acting on the Company’s behalf has, directly or indirectly, at any time within the past six months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances

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that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Shares as contemplated hereby or (ii) cause the offering of the Shares (the “Offering”) to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market (as defined below). The Company is not a United States real property holding corporation within the meaning of the Foreign Investment in Real Property Tax Act of 1980. “Trading Market” means the NASDAQ National Market or any other eligible market, or any national securities exchange, market or trading or quotation facility on which the Common Stock is then listed or quoted.

3.17 Form S-3 Eligibility. The Company is eligible to register the Shares for resale by the Purchasers using Form S-3 promulgated under the Securities Act.

3.18 Listing and Maintenance Requirements. The Company has not, in the two years preceding the date hereof, received notice (written or oral) from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is in compliance with all such listing and maintenance requirements.

3.19 Application of Takeover Protections. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not impose any restriction on any Purchaser, or create in any party (including any current shareholder of the Company) any rights, under any share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provisions under the Company’s charter documents or the laws of its state of incorporation.

3.20 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company reasonably believes are prudent and customary for a company (i) in the businesses and location in which the Company is engaged, (ii) with the resources of the Company and (iii) with products similar to those of the Company. The Company has not received any written notice that the Company will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

3.21 Non-Public Information. The Company has not provided the Purchasers with any material non-public information in connection with the Offering other than information relating to the transactions contemplated by this Agreement which information shall be disclosed in a press release issued on September 30, 2005 in accordance with Section 3.15.

3.22 Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity with respect to the Company) with respect to this

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Agreement and the transactions contemplated hereby and any advice given by any Purchaser or any of their respective representatives or agents to the Company in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Purchaser’s purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement has been based on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

3.23 Foreign Corrupt Practices. Since January 1, 2001, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of in any material respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

3.24 Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or executive officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002, as in effect at the applicable time, and the rules and regulations promulgated in connection therewith, including Section 402 thereof related to loans and Sections 302 and 906 thereof related to certifications.

3.25 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with the general or specific authorizations of the Company’s management, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with general or specific authorization of the Company’s management and (iv) the recorded accountability for assets and liabilities of the Company is compared with the existing assets and liabilities of the Company at reasonable intervals and appropriate action is taken by the Company with respect to any differences.

Section 4

Representations, Warranties and Covenants of the Purchasers

     Each Purchaser hereby severally represents and warrants to the Company, effective as of the date hereof, as follows:

4.1 Power; Authorization. (i) Such Purchaser has all requisite corporate or other power and capacity and has taken all requisite corporate or other action to execute and deliver this Agreement, to purchase the Shares to be purchased by it and to carry out and perform all of its obligations under this Agreement; and (ii) this Agreement constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms,

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except (a) as limited by applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) as limited with respect to rights of indemnity and contribution by state or federal securities laws or the public policy underlying such laws and (c) as limited by equitable principles generally.

4.2 Investment Experience. Such Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. Such Purchaser has requested, received, reviewed and considered all information it deems relevant, including the SEC Documents and a copy of the Company’s registration statement on Form S-3 filed with the SEC on June 10, 2005 (the “June Registration Statement”), is aware of the Company’s business affairs and financial condition and has had access to and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares being acquired on the date hereof. Such Purchaser has such business and financial experience as is required to permit it to protect its own interests in connection with the purchase of such Shares. Such Purchaser’s financial condition is such that it is able to bear the risk of holding such Shares for an indefinite period of time and the risk of loss of its entire investment. Such Purchaser is aware of the Company’s acquisition of automated teller machine businesses and assets from Travelex UK Limited and Snax 24 Corporation Limited (the “Travelex Transaction”). Such Purchaser acknowledges that it has only received publicly available information related to the Travelex Transaction in connection with the execution of this Agreement.

4.3 Investment Intent. Such Purchaser is purchasing the Shares being acquired on the date hereof for its own account as principal, for investment purposes only, and not with a present view to, or for, the resale distribution thereof, in whole or in part, within the meaning of the Securities Act or any state securities laws. Purchaser understands that its acquisition of such Shares has not been registered under the Securities Act or registered or qualified under any state law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Purchaser’s investment intent as expressed herein. Such Purchaser has completed or caused to be completed the Purchaser Questionnaire attached hereto as Exhibit B-2 for use in the Registration Statement, and the responses provided therein shall be true and correct as of the dates of filing and effectiveness of the Registration Statement and as of the Closing Date. Purchaser shall notify the Company immediately of any material change. Except as contemplated by this Agreement, such Purchaser has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Shares in violation of the Securities Act. Any Purchaser that is a corporation or other entity represents that it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Shares. Purchaser has, in connection with its decision to purchase the Shares, relied solely upon the SEC Documents, the June Registration Statement, the documents attached as appendices thereto and the representations and warranties of the Company contained herein. Such Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder and applicable state securities laws.

4.4 Registration or Exemption Requirements. Such Purchaser further acknowledges, understands and agrees that the Shares being acquired on the date hereof may not be resold or

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otherwise transferred unless (i) they are registered or such registration is not required, and (ii) if the transfer is pursuant to an exemption from registration other than Rule 144 under the Securities Act and, if the Company shall so request in writing, an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that the transaction is so exempt. The Company shall affix a legend to the certificate(s) evidencing the Shares to the foregoing effect.

4.5 Certain Trading Limitations. Each Purchaser agrees that beginning on the date hereof until the earlier to occur of (a) 90 days from the Closing Date and (b) the effective date of the Registration Statement, it will not enter into any Short Sales. For purposes of this Section 4.5, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser.

4.6 Pledge Arrangements. Notwithstanding anything to the contrary herein, the Company acknowledges and agrees that a Purchaser may from time to time pledge or grant a security interest in some or all of the Shares in connection with a bona fide margin agreement or other loan or financing arrangement secured by the Shares, provided that such pledge or grant of a security interest is consistent with all applicable laws, rules and regulations, including all applicable securities laws (a “Bona Fide Pledge Arrangement”). If required under the terms of such Bona Fide Pledge Arrangement, such Purchaser may transfer pledged or secured Shares to the pledgees or secured parties thereunder, provided that such transfer is consistent with all applicable laws, rules and regulations, including all applicable securities laws. A Bona Fide Pledge Arrangement would not be subject to approval of the Company and no legal opinion of the pledgee, secured party or pledgor shall be required in order to effectuate such Bona Fide Pledge Arrangement. Further, the Purchaser shall not be required hereunder to notify the Company of a Bona Fide Pledge Agreement. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with the inclusion of the pledgee or secured party in the prospectus contemplated by Section 7, through a prospectus supplement or otherwise.

Section 5

Conditions to Closing of Purchasers

     Each Purchaser’s obligation to purchase the Shares at the Closing is, at the option of such Purchaser, subject to the fulfillment or waiver as of the Closing Date of the following conditions:

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5.1 Representations and Warranties. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made (other than those qualified as to materiality, which shall be true and correct when made), and shall be true and correct in all material respects on the Closing Date (other than those qualified as to materiality, which shall be true and correct on the Closing Date) with the same force and effect as if they had been made on and as of said date.

5.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects.

5.3 Blue Sky. The Company shall have obtained all necessary blue sky law permits and qualifications, or secured exemptions therefrom, required by any state or foreign or other jurisdiction for the offer and sale of the Shares.

5.4 Legal Opinion. The Purchasers shall have received a legal opinion of Ledgewood, P.C., with respect to the matters set forth on Exhibit C.

5.5 Nasdaq Qualification. The Shares shall be duly authorized for listing by The Nasdaq National Market, subject to official notice of issuance, to the extent required by the rules of The Nasdaq National Market.

5.6 Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

5.7 No Governmental Prohibition. The sale of the Shares by the Company shall not be prohibited by any law or governmental order or regulation.

Section 6

Conditions to Closing of Company

     The Company’s obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver as of the Closing Date of the following conditions:

6.1 Representations and Warranties. The representations made by the Purchasers in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of such date.

6.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Purchasers on or prior to the Closing Date shall have been performed or complied with in all material respects.

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6.3 Blue Sky. The Company shall have obtained all necessary blue sky law permits and qualifications, or secured exemptions therefrom, required by any state for the offer and sale of the Shares.

6.4 Nasdaq Qualification. The Shares to be issued shall be duly authorized for listing by The Nasdaq National Market, subject to official notice of issuance, to the extent required by the rules of The Nasdaq National Market.

6.5 Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

6.6 No Governmental Prohibition. The sale of the Shares by the Company shall not be prohibited by any law or governmental order or regulation.

Section 7

Affirmative Covenants of the Company

     The Company hereby covenants and agrees as follows:

7.1 Registration Requirements.

          (a) The Company shall use its best efforts to prepare and file the Registration Statement with the SEC under the Securities Act to register the resale of the Shares by the Purchasers no later than 60 days after the Closing Date.

          (b) The Company shall pay all Registration Expenses (as defined below) in connection with any registration, qualification or compliance hereunder, and each Purchaser shall pay all Selling Expenses (as defined below) and other expenses that are not Registration Expenses relating to the Shares resold by such Purchaser. Registration Expenses shall mean all expenses, except for Selling Expenses, incurred by the Company in complying with the registration provisions herein described, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration. Selling Expenses shall mean all selling commissions, underwriting fees and stock transfer taxes applicable to the Shares and all fees and disbursements of counsel for any Purchaser.

          (c) In the case of the registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) cause the Registration Statement to become effective as soon as practicable after the filing thereof but in any event within 90 days after the Closing Date, subject to receipt of necessary information from the Purchasers after prompt request from the Company to the Purchasers to provide such information; (ii) keep such registration effective until the earlier (such date being referred to as the “Registration Termination Date”) of (A) the second anniversary of the Closing Date, or (B)

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such date as all of the Shares have been resold by the original Purchasers thereof; (iii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement; (iv) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Purchaser from time to time may reasonably request; (v) cause all Shares registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (vi) provide a transfer agent and registrar for all Shares registered pursuant to the Registration Statement; (vii) comply with all applicable rules and regulations of the SEC; and (viii) file the documents required of the Company and maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Shares are originally sold and (B) all other states reasonably specified in writing by a Purchaser, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. After the Registration Termination Date, the Company shall be entitled to withdraw the Registration Statement and the Purchasers shall have no further right to offer or sell any of the Shares pursuant to the Registration Statement.

          (d) With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to a registration on Form S-3, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the second anniversary of the date hereof or (B) such date as all of the Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company that it is in compliance with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser of any rule or regulation of the SEC that permits the selling of any such Shares without registration or pursuant to such Form S-3.

          (e) Notwithstanding anything in this Agreement to the contrary, if the Company shall furnish to the selling Purchasers a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company stating that the Board of Directors of the Company has made the good faith and reasonable determination (i) that continued use by the selling Purchasers of the Registration Statement for purposes of effecting offers or sales of Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely and (iii) that it is therefore desirable to suspend the use by the Purchasers of such

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Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Shares pursuant thereto, then the right of the selling Purchasers to use the Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Shares pursuant thereto shall be suspended. Notwithstanding the foregoing, the Company shall not under any circumstances be entitled to exercise its right to suspend the use of the Registration Statement on more than two occasions during any 12-month period or for more than 60 days per such occasion, or for more than 90 days in the aggregate during any 12-month period. Each Purchaser hereby covenants and agrees that it will not sell any Shares pursuant to the Registration Statement during the periods the Registration Statement is withdrawn or the ability to sell thereunder is suspended as set forth in this Section 7.1(e).

          (f) If (i) the Company does not file the Registration Statement with the SEC on or prior to the date 60 days after the Closing Date (the “Filing Deadline Date”), (ii) the Registration Statement is not declared effective within 90 days after the Closing Date, or (iii) after the time the Registration Statement has become effective, the Registration Statement is subsequently suspended, becomes ineffective, or is otherwise unavailable for continued use by the Purchasers for any reason other than as permitted by Section 7.1 (e), then in addition to any other rights the Purchasers may have hereunder or under applicable law: (x) on the seventh day after the occurrence of such event, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 0.25% of the aggregate purchase price paid by such Purchaser pursuant to this Agreement for the Shares acquired hereunder; and (y) on the 30^th day of each month thereafter while the occurrence of such event is continuing, the Company shall pay to each Purchaser an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Purchaser pursuant to this Agreement for the Shares acquired hereunder; provided, however, that in no event shall the Company be required hereunder to pay to any Purchaser in the aggregate an amount that exceeds 10% of the aggregate purchase price paid by such Purchaser for such Purchaser’s Shares.

7.2 Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless each selling Purchaser, each of its directors, officers, members, agents, employees and each person who controls the Purchaser within the meaning of the Securities Act (a “Purchaser Indemnified Person”) from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which such Purchaser Indemnified Person may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon, (X) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement or prospectus or (Y) the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or any form of prospectus or supplement thereto, in light of the circumstances under which they were made), and the Company will, as incurred, reimburse such Purchaser Indemnified Person for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable to a Purchaser

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Indemnified Person in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser Indemnified Person specifically for use in the Registration Statement, (ii) the failure of the selling Purchaser related to such Purchaser Indemnified Person to comply with the covenants and agreements contained in Section 8.3 hereof, or (iii) any untrue statement in any prospectus that is corrected in any subsequent prospectus that was delivered to the Purchaser related to such Purchaser Indemnified Person prior to the pertinent sale or sales by such Purchaser.

          (b) Each Purchaser, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statement and each person who controls the Company within the meaning of the Securities Act (a “Company Indemnified Person”) from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Company may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement or prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser specifically for use in the Registration Statement, provided, however, that no Purchaser shall be liable to a Company Indemnified Person in any such case for any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact included in any prospectus which statement or omission has been corrected, in writing, by such Purchaser and delivered to the Company before the sale from which such loss occurred, or (ii) the delivery by the Purchaser of a prospectus (the “Previous Prospectus”) containing an untrue statement or omission that was corrected by the Company by delivery to the Purchaser prior to the pertinent sale or sales by the Purchaser of (X) a subsequent prospectus not containing such untrue statement or omission and (Y) a written notice advising the Purchaser to terminate use of the Previous Prospectus, and each Purchaser, severally and not jointly, will, as incurred, reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided that each Purchasers’ obligations pursuant to this Section 7.2(b) shall be limited to the net proceeds received by the Purchaser from the sale of the Shares under the Registration Statement.

          (c) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 7.2, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and the indemnifying person shall have been notified thereof, the

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indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume at its expense the defense thereof, with counsel reasonably satisfactory to the indemnified person. After notice from the indemnifying person to such indemnified person of the indemnifying person’s election to assume the defense thereof, the indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person. No indemnifying party, in the defense of any such claim or litigation shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation, and no indemnified party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed.

          (d) If the indemnification provided for in this Section 7.2 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or a Purchaser on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claim, damages, or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the net amount received by the Purchaser from the sale of the Shares to which such loss relates exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The

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Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective sales of Shares to which such loss relates and not joint.

          (e) The obligations of the Company and the Purchasers under this Section 7.2 shall be in addition to any liability which the Company and the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Company or any Purchaser within the meaning of the Act.

7.3 Restrictions on Transferability. None of the rights of any Purchaser under this Agreement shall be transferred or assigned to any person unless such person agrees to become a party to, and bound by, all of the terms and conditions of, this Agreement by duly executing and delivering to the Company an instrument of adherence in the form prescribed by the Company. None of the rights of any Purchaser under this Agreement shall be transferred or assigned to any person that acquires Shares in the event that and to the extent that such person is eligible to resell such Shares pursuant to Rule 144(k) of the Securities Act.

Section 8

Restrictions on Transferability of Shares:
Compliance With Securities Act

8.1 Securities Law Transfer Restrictions. No Purchaser shall sell, assign, pledge, transfer or otherwise dispose of or encumber any of the Shares, except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws; provided that no such opinion shall be requested for any transfer of the Shares that is exempt from such registration under Rule 144 under the Securities Act. Any transfer or purported transfer of the Shares in violation of this Section 8.1 shall be voidable by the Company. The Company shall not register any transfer of the Shares in violation of this Section 8.1. The Company may, and may instruct any transfer agent for the Company, to place such stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with the provisions of this Section 8.1.

8.2 Restrictive Legend. Each certificate representing the Shares shall bear substantially the following legends (in addition to any legends required under applicable securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

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ADDITIONALLY THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SPECIFIED IN THE SHARE PURCHASE AGREEMENT DATED SEPTEMBER 29, 2005 BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER, AND NO TRANSFER OF SHARES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS. ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE WILL HAVE AGREED TO BE BOUND BY CERTAIN OF THE TERMS OF THE AGREEMENT, INCLUDING SECTIONS 8.1 AND 8.3 OF THE AGREEMENT. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.

     The legends contained in this Section 8.2 may be removed from a certificate in accordance with Section 8.3.

8.3 Transfer of Shares After Registration. Each Purchaser hereby covenants with the Company not to make any sale of the Shares except either (i) in accordance with the Registration Statement, in which case such Purchaser covenants to comply with the requirement of delivering a current prospectus, or (ii) pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and, if requested by the Company, upon delivery by such Purchaser of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from registration under the Securities Act and applicable state securities laws; provided that no such opinion shall be requested for any transfer of Shares that is exempt from such registration under Rule 144 under the Securities Act. Such Purchaser further acknowledges and agrees that such Shares are not transferable on the books of the Company pursuant to the Registration Statement unless the certificate submitted to the Company’s transfer agent evidencing such Shares is accompanied by a separate certificate executed by an officer of, or other person duly authorized by, such Purchaser in the form attached hereto as Exhibit D.

8.4 Purchaser Information. Each Purchaser covenants that it will promptly notify the Company in writing of any changes in the information set forth in the Registration Statement regarding such Purchaser or such Purchaser’s “Plan of Distribution” and of any sale of the Shares by such Purchaser.

Section 9

Miscellaneous

9.1 Waivers and Amendments. The terms of this Agreement may be waived or amended with the written consent of the Company and each Purchaser.

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9.2 Brokers and Finders. Other than Banc of America Securities LLC and its subagents, each of the parties hereto hereby represents there are no brokers or finders entitled to compensation in connection with the sale of the Shares to the Purchasers.

9.3 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each party hereby irrevocable submits to the exclusive jurisdiction of the state and federal courts sitting in the city of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Company and the Purchasers hereby waive all rights to trial by jury.

9.4 Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made by the Company or the Purchasers and the Closing.

9.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Agreement. Except as provided in Section 7.3, notwithstanding the foregoing, no Purchaser shall assign this Agreement without the prior written consent of the Company.

9.6 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects thereof.

9.7 Notices, etc. All notices and other communications required or permitted under this Agreement shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, overnight delivery service or registered or certified United States mail addressed to the Company at its address set forth below or the Purchasers at their respective addresses set forth at the beginning of this Agreement or on Exhibit B or at such other address as the Company or the Purchasers shall have furnished to the other party in writing. All notices and other communications shall be effective upon the earlier of actual receipt thereof by the person to whom notice is directed or (i) in the case of notices and communications sent by personal delivery or telecopy, one business day after such notice or communication arrives at the applicable address or was successfully sent to the applicable telecopy number, (ii) in the case of notices and communications sent by overnight delivery service, at noon (local time) on the second business day following the day such notice or communication was sent, and (iii) in the

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case of notices and communications sent by United States mail seven days after such notice or communication shall have been deposited in the United States mail.

Notices to the Company shall be addressed
to:	with a copy to:
TRM Corporation	Ledgewood, P.C.
Attn: Amy Krallman, Esq.	Attn: J. Baur Whittlesey, Esq.
Senior Vice President and Corporate Counsel	1521 Locust Street
5208 N.E. 122nd Avenue	Philadelphia, PA 19102
Portland, Oregon 97230

9.8 Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

9.10 Further Assurances. Each party to this Agreement shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as the other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9.11 Expenses. The Company and each such Purchaser shall bear its own expenses incurred on its behalf with respect to this Agreement and the transactions contemplated hereby, including fees of legal counsel.

9.12 Currency. All references to “dollars” or “$” in this Agreement shall be deemed to refer to United States dollars.

9.13 Replacement of Shares. If any certificate or instrument evidencing any of the Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued, in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested, and upon satisfaction by the Purchaser of any requirements of the Company’s transfer agent. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.

9.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to seek specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence.

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9.15 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Each Purchaser represents that the decision of each Purchaser to purchase Shares pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser or any of its agents or employees shall have any liability to any other Purchaser (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment hereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

[Remainder of This Page Intentionally Left Blank.]

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The foregoing agreement is hereby executed as of the date first above written.

TRM CORPORATION

an Oregon corporation

/s/ DANIEL O’BRIEN

By: Daniel O’Brien

Title: Chief Financial Officer

PURCHASERS:

Counterpart signature pages attached.

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Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
TRENTON CAPITAL (QP), LTD.
By: /s/ TYLER F. BURKE
Title: President of General Partner
Record Address:	5956 Sherry Lane, Suite 1810
	Dallas, TX 75225
Telecopy No.:	214-722-0995
Number of Shares:	48,193
Aggregate Purchase Price:	$700,726.22

Agreed to and accepted this
29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

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Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
CALM WATERS PARTNERSHIP
By: /s/ RICHARD S. STRONG
Title: Managing Partner
Record Address:	c/o Baraboo Growth LLC
	115 S. 89th Street, Suite 200
	Milwaukee, WI 53214
Telecopy No.:
Number of Shares:	68,800
Aggregate Purchase Price:	$1,000,352

Agreed to and accepted this
29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
TRENTON CAPITAL, LTD.
By: /s/ TYLER F. BURKE
Title: President of General Partner
Record Address:	5956 Sherry Lane, Suite 1810
	Dallas, TX 75225
Telecopy No.:	214-722-0995
Number of Shares:	7,882
Aggregate Purchase Price:	$114,604.28

Agreed to and accepted this
29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
WS OPPORTUNITY FUND INTERNATIONAL, LTD.
By: WS Ventures Management L.P., as agent and attorney-in-fact
By: WSV Management, L.L.C., General Partner
By: /s/ PATRICK WALKER
Title: Member
Record Address:	300 Crescent Court, Suite 1111
	Dallas, TX 75201
Telecopy No.:	214-756-6079
Number of Shares:	9,800
Aggregate Purchase Price:	$142,492.00

Agreed to and accepted this
29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
WALKER SMITH CAPITAL, L.P.
By: WS Capital Management L.P., General Partner
By: WS Capital, L.L.C., General Partner
By: /s/ REID S. WALKER
Title: Member
Record Address:	300 Crescent Court, Suite 1111
	Dallas, TX 75201
Telecopy No.:	214-756-6079
Number of Shares:	7,300
Aggregate Purchase Price:	$106,142.00

Agreed to and accepted this
29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
WALKER SMITH INTERNATIONAL FUND, LTD.
By: WS Capital Management L.P., as agent and attorney-in-fact
By: WS Capital, L.L.C., General Partner
By: /s/ REID WALKER
Title: Member
Record Address:	300 Crescent Court, Suite 1111
	Dallas, TX 75201
Telecopy No.:	214-756-6079
Number of Shares:	57,000
Aggregate Purchase Price:	$828,780.00

Agreed to and accepted this
29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
WALKER SMITH (QP), L.P.
By: WS Capital Management L.P., General Partner
By: WS Capital, L.L.C., General Partner
By: /s/ REID S. WALKER
Title: Member
Record Address:	300 Crescent Court, Suite 1111
	Dallas, TX 75201
Telecopy No.:	214-756-6079
Number of Shares:	41,400
Aggregate Purchase Price:	$601,956.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
WS OPPORTUNITY FUND, L.P.
By: WS Ventures Management L.P., General Partner
By: WSV Management, L.L.C., General Partner
By: /s/ PATRICK P. WALKER
Title: Member
Record Address:	300 Crescent Court, Suite 1111
	Dallas, TX 75201
Telecopy No.:	214-756-6079
Number of Shares:	7,500
Aggregate Purchase Price:	$109,050.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien
	Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
WS OPPORTUNITY FUND (QP), L.P.
By: WS Ventures Management L.P., General Partner
By: WSV Management, L.L.C., General Partner
By: /s/ PATRICK P. WALKER
Title: Member
Record Address:	300 Crescent Court, Suite 1111
	Dallas, TX 75201
Telecopy No.:	214-756-6079
Number of Shares:	7,000
Aggregate Purchase Price:	$101,780.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
PERRY PARTNERS, L.P.
By: Perry Corp., Managing General Partner
By: /s/ RANDALL BURKENSTEIN
Title: Chief Financial Officer
Record Address:	1209 Orange Street,
	Wilmington, DE 19801
Telecopy No.:	212-583-4122
Number of Shares:	256,000
Aggregate Purchase Price:	$3,722,240.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
PERRY PARTNERS INTERNATIONAL, INC.
By: Perry Corp. Investment Manager
By: /s/ RANDALL BURKENSTEIN
Title: Chief Financial Officer
Record Address:	CITCO Building
	Wickhams Cay
	P.O. Box 662
	Road Town, Tortola
	British Virgin Islands
Telecopy No.:	212-583-4122
Number of Shares:	544,000
Aggregate Purchase Price:	$7,909,760.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
SF CAPITAL PARTNERS, LTD.
By: /s/ BRIAN DAVIDSON
Title: Authorized Signatory
Record Address:	c/o Start Offshore Management, LLC
	3600 South Lake Drive
	St. Francis, WI 53235
Telecopy No.:	414-294-7700
Number of Shares:	100,000
Aggregate Purchase Price:	$1,454,000.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
BAY POND PARTNERS, L.P.
By: Wellington Management Company, LLP, as investment adviser
By: /s/ JULIE A. JENKINS
Title: Vice President and Counsel
Record Address:	Wellington Management Company, LLP
	75 State Street
	Boston, MA 02109
	Attn: Gina DiMento
Telecopy No.:
Number of Shares:	115,000
Aggregate Purchase Price:	$1,672,000.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
BAY POND INVESTORS (BERMUDA), L.P.
By: Wellington Management Company, LLP, as investment adviser
By: /s/ JULIE A. JENKINS
Title: Vice President and Counsel
Record Address:	Wellington Management Company, LLP
	75 State Street
	Boston, MA 02109
	Attn: Gina DiMento
Telecopy No.:
Number of Shares:	35,000
Aggregate Purchase Price:	$508,900.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
CHRISTINA MATTIN
By: /s/ ROBERT E. MARONEY
Title: Attorney-in-fact
Record Address:	Connecticut Investment, LLC
	PO Box 1118
	New Canaan, CT 06840
Telecopy No.:	203-547-6056
Number of Shares:	75,000
Aggregate Purchase Price:	$1,090,500.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
CAMDEN PARTNERS LIMITED PARTNERSHIP
By: Camden Partners Hedge Fund I, LLC, its General Partner
By: /s/ SHANE H. KEY
Title: Managing Member
Record Address:	1 South Street, Suite 2150
	Baltimore, MD 21202
Telecopy No.:	410-895-3800
Number of Shares:	21,000
Aggregate Purchase Price:	$305,340.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
CAXTON INTERNATIONAL LIMITED
By: /s/ JOSEPH KELLY
Title: Vice President/Secretary
Record Address:	c/o Prime Management Limited
	Mechanics Building
	12 Church Street, Hamilton
	HM11 Bermuda
Telecopy No.:	441-295-3926
Number of Shares:	262,500
Aggregate Purchase Price:	$3,816,750.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
STEELHEAD INVESTMENTS LTD.
By: HBK Investments L.P., Investment Advisor
By: /s/ KEVIN O’NEAL
Title: Authorized Signatory
Record Address:	c/o HBK Investments L.P.
	300 Crescent Court, Suite 700
	Dallas, TX 75201
Telecopy No.:	214-758-1207
Number of Shares:	800,000
Aggregate Purchase Price:	$11,632,000.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
NITE CAPITAL, L.P.
By: /s/ KEITH A. GOODMAN
Title: Manager of the General Partner
Record Address:	100 East Cook Avenue, STE 201
	Libertyville, IL 60048
Telecopy No.:	847-968-2648
Number of Shares:	15,000
Aggregate Purchase Price:	$218,100.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
PERENNIAL INVESTORS, LLC
By: /s/ PAUL A. FINO
Title: Principal
Record Address:	153 East 53rd Street, 48th
	New York, NY 10022
Telecopy No.:	212-446-2489
Number of Shares:	200,000
Aggregate Purchase Price:	$2,908,000.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
D.E. SHAW VALENCE PORTFOLIOS, L.L.C.
By: D.E. Shaw & Co., L.P., as managing member
By: /s/ ERIC WEPSIC
Title: Authorized Signatory
Record Address:	120 W. 45th Street, 39th Floor
	New York, NY 10036
Telecopy No.:	212-478-0100
Number of Shares:	93,500
Aggregate Purchase Price:	$1,359,490.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

Purchaser Signature Page

     By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Share Purchase Agreement dated as of September 29, 2005 (the “Purchase Agreement”) by and among TRM Corporation and the Purchasers (as defined therein), as to the number of Shares set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof.

Name of Purchaser:
D.E. SHAW INVESTMENT GROUP, L.L.C.
By: D.E. Shaw & Co., L.P., as managing member
By: /s/ ERIC WEPSIC
Title: Authorized Signatory
Record Address:	120 W. 45th Street, 39th Floor
	New York, NY 10036
Telecopy No.:	212-478-0100
Number of Shares:	6,500
Aggregate Purchase Price:	$94,510.00

Agreed to and accepted this 29th day of September, 2005
TRM CORPORATION
By:	/s/ DANIEL O’BRIEN
	Name: Daniel O’Brien Title: Chief Financial Officer

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 31, 2005 relating to the financial statements and financial statement schedule, which appears in TRM Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP  

Portland, Oregon 

December 1, 2005 

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors
TRM Corporation:

We consent to the use of our report dated January 17, 2005, with respect to the balance sheets of the ATM Business of eFunds Corporation as of September 30, 2004 and December 31, 2003, and the related statements of operations, invested equity, comprehensive income, and cash flows for the nine-month period ended September 30, 2004 and for each of the years in the two-year period ended December 31, 2003, which report appears in the Form 8-K/A of TRM Corporation dated February 7, 2005, incorporated by reference herein, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Phoenix, Arizona
December 2, 2005