10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2008

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

For the transition period from                      to                     

Commission file number 0-19657

TRM CORPORATION

(Exact name of registrant as specified in its charter)

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

12402 N.E. Marx Street
Portland, Oregon 97230

(Address of principal executive offices) (Zip Code)

(503) 257-8766

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ     NO o

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

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

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o     NO þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,485,619 shares of common stock outstanding at August 13, 2008.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS
SIGNATURE
Articles of Amendment to the Restated Articles of Incorporation of TRM Corporation
Warrant to LC Capital Master Fund, Ltd.
Warrant to Cadence Special Holdings II, LLC
Lease dated January 9, 2008, between 1101 Associates, LP and TRM Corporation (for registrant's executive offices)
ATM Vault Cash Purchase Agreement
Amendment No. 1 to Securities Purchase Agreement
Secured Promissory Note issued to LC Capital Master Fund, Ltd. for $11,000,000
Secured Promissory Note issued to LC Capital master Fund, Ltd. for $9,900,000
Secured Promissory Note issued to Cadence Special Holdings II, LLC for $1,100,000
Certification of Chief Executive Officer of TRM Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer of TRM Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer of TRM Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
Certification of Chief Financial Officer of TRM Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRM Corporation
Consolidated Balance Sheets
(Unaudited)
(In thousands)

	December 31,			June 30,
	2007			2008
Assets
Current assets:
Cash and cash equivalents	$	3,859		$	5,162
Restricted cash		3,073			2,883
Accounts receivable, net		2,611			4,588
Leases receivable, net		—			163
Inventories		50			350
Prepaid expenses and other		369			445
Deferred financing costs		172			2,128
Restricted cash — TRM Inventory Funding Trust		61,805			69,107
Total current assets		71,939			84,826
Property and equipment, net		4,222			3,808
Non-current leases receivable, net		—			806
Intangible assets, net		585			2,812
Goodwill		16,748			31,128
Deferred financing costs, long term		—			3,831
Other assets		795			729
Total assets	$	94,289		$	127,940
Liabilities, Minority Interest and Shareholders’ Equity
Current liabilities:
Accounts payable	$	6,099		$	8,399
Income taxes payable		36			25
Accrued and other expenses		7,637			6,178
Term loans		2,051			4,116
TRM Inventory Funding Trust note payable		58,505			67,020
Total current liabilities		74,328			85,738
Long term liabilities:
Term loans and other debt		5,301			21,036
Deferred tax liability, net		—			917
Total liabilities		79,629			107,691
Minority interest		1,500			1,500
Shareholders’ equity:
Common stock, no par value — 50,000 shares authorized; 21,486 shares issued and outstanding; (17,213 at December 31, 2007)		136,181			145,912
Additional paid-in capital		63			63
Accumulated deficit		(123,084	)		(127,226	)
Total shareholders’ equity		13,160			18,749
Total liabilities, minority interest and shareholders’ equity	$	94,289		$	127,940

See accompanying notes to consolidated financial statements.

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TRM Corporation
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share data)

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2008			2007			2008
Sales	$	23,546		$	23,872		$	46,445		$	41,937
Less discounts		14,749			14,896			29,017			25,523
Net sales		8,797			8,976			17,428			16,414
Cost of sales:
Cost of vault cash		1,345			916			2,790			1,899
Other		4,684			4,244			9,126			7,960
Gross profit		2,768			3,816			5,512			6,555
Selling, general and administrative expense (including non-cash stock compensation of $204 in 2007 and $1,619 in 2008)		4,324			4,960			9,625			7,873
Restructuring charges (Note 14)		—			—			963			—
Equipment write-offs		15			15			18			11
Operating loss		(1,571	)		(1,159	)		(5,094	)		(1,329	)
Interest expense and amortization of debt issuance costs		125			1,101			160			1,415
Loss on early extinguishment of debt		24			1,456			4,059			1,456
Other expense (income), net		213			(9	)		351			(58	)
Loss from continuing operations before benefit from income taxes		(1,933	)		(3,707	)		(9,664	)		(4,142	)
Benefit for income taxes		—			—			—			—
Loss from continuing operations		(1,933	)		(3,707	)		(9,664	)		(4,142	)
Discontinued operations:
Income (loss) from operations, including gains on sales		(280	)		—			5,220			—
Provision (benefit) for income taxes		—			—			—			—
Income (loss) from discontinued operations		(280	)		—			5,220			—
Net loss	$	(2,213	)	$	(3,707	)	$	(4,444	)	$	(4,142	)
Weighted average common shares outstanding		17,168			20,090			17,153			18,652
Basic and diluted income (loss) per share:
Continuing operations	$	(.11	)	$	(.18	)	$	(.56	)	$	(.22	)
Discontinued operations		(.02	)		—			.30			—
Net loss	$	(.13	)	$	(.18	)	$	(.26	)	$	(.22	)

See accompanying notes to consolidated financial statements.

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TRM Corporation
Consolidated Statement of Shareholders’ Equity
(Unaudited)
(In thousands)

					Additional
	Common stock				paid-in		Accumulated
	Shares		Amounts		capital		deficit			Total
Balances, December 31, 2007		17,213	$	136,181	$	63	$	(123,084	)	$	13,160
Net loss		—		—		—		(4,142	)		(4,142	)
Issuance of common stock		3,550		995		—		—			995
Stock option expense		—		46		—		—			46
Restricted stock expense		723		1,573		—		—			1,573
Issuance of warrants in connection with new debt		—		7,117		—		—			7,117
Balances, June 30, 2008		21,486	$	145,912	$	63	$	(127,226	)	$	18,749

See accompanying notes to consolidated financial statements.

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TRM Corporation
Consolidated Statements of Cash Flows
Six months ended June 30, 2007 and 2008
(Unaudited)
(In thousands)

	2007			2008
Operating activities:
Net loss	$	(4,444	)	$	(4,142	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges and asset write-downs		2,701			—
Depreciation and amortization		1,941			1,463
Non-cash stock compensation		204			1,619
Loss on disposal of equipment		146			11
Provision for doubtful accounts		—			135
Loss on early extinguishment of debt		4,059			1,374
Gain on sale of discontinued operations		(6,960	)		—
Cumulative foreign currency translation adjustments recognized in income		(2,622	)		—
Changes in items affecting operations, net of effects of business dispositions:
Restricted cash		(4,384	)		190
Accounts receivable		(604	)		(2,113	)
Leases receivable		—			897
Inventories		(172	)		299
Prepaid expenses and other		1,091			(76	)
Accounts payable		786			2,300
Income taxes payable		—			(11	)
Accrued expenses and settlement agreement		(833	)		(4,163	)
Cash used in operating activities		(9,091	)		(2,217	)
Investing activities:
Proceeds from sale of equipment		22			101
Capital expenditures		(41	)		(264	)
Proceeds from sale of discontinued operations		103,671			—
Acquisition of intangible and other assets		(294	)		(171	)
Acquisition of business, net of cash acquired		—			(4,308	)
Cash provided by (used in) investing activities		103,358			(4,642	)
Financing activities:
Borrowings on notes payable		1,206			12,210
Repayment of notes payable		(98,641	)		(4,430	)
Debt financing costs		—			(831	)
Principal payments on capital lease obligations		(26	)		—
Decrease (increase) in restricted cash — TRM Inventory Funding Trust		1,825			(7,303	)
Proceeds (repayments) of TRM Inventory Funding Trust note, net		(2,409	)		8,516
Proceeds from exercise of stock options		25			—
Other capital additions		53			—
Cash provided by (used in) financing activities		(97,967	)		8,162
Effect of exchange rate changes		(1,221	)		—
Net increase (decrease) in cash and cash equivalents		(4,921	)		1,303
Beginning cash and cash equivalents, including $3,302 classified as assets held for sale at December 31, 2006		8,086			3,859
Ending cash and cash equivalents	$	3,165		$	5,162
Supplemental cash flow information:
Non-cash transaction —
Issuance of warrants in connection with new debt	$	—			7,117
Payments:
Cash paid for interest	$	1,089		$	354
Cash paid for income taxes	$	13		$	11
Supplemental non-cash financing and investing activities disclosure:
Note payable issued in the acquisition of Access To Money	$	—		$	9,754
Value of shares issued in the acquisition of Access To Money	$	—		$	996

See accompanying notes to consolidated financial statements.

5

TRM Corporation

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Interim Financial Data

     The consolidated financial statements of TRM Corporation and its subsidiaries included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair statement of the results of the interim periods. These consolidated financial statements should be read in conjunction with our annual report on Form 10-K/A for the year ended December 31, 2007. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The results of operations for the periods presented are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2008.

2. Financial Statement Reclassifications

     Certain financial statement reclassifications have been made to prior period amounts to conform to the current period presentation. These changes had no impact on shareholders’ equity or previously reported net income.

3. Net Loss Per Share

     Basic and diluted net loss per share are based on the weighted average number of shares outstanding during each period, with diluted net loss per share including the effect of potentially dilutive securities. For diluted net loss per share, the calculation includes the effect of potentially dilutive securities, unless such effect is antidilutive. For the three and six months ended June 30, 2007 and 2008 our stock options, warrants and shares of unvested restricted stock were excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive.

4. Leases Receivables

     We have direct finance leases with a customer in place for ATMs and bank branch build out construction and equipment expiring 2013. The total remaining minimum lease payments to be received over the term of the leases equals $969,000. The estimated residual value of the leased property at the end of term is $75,000 and unearned income over the term is expected to be $443,000.

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5. Inventories

	December 31,		June 30,
	2007		2008
	(in thousands)
Parts	$	9	$	44
ATMs held for resale		41		306
	$	50	$	350

6. Equipment

	December 31,			June 30,
	2007			2008
	(in thousands)
ATMs	$	7,764		$	7,373
Computer equipment		5,200			5,250
Furniture and fixtures		1,150			1,119
Vehicles		—			50
		14,114			13,839
Accumulated depreciation		(9,892	)		(9,984	)
	$	4,222		$	3,808

7. Acquisition of LJR Consulting Corp.

     On April 18, 2008, we acquired all of the capital stock of LJR Consulting Corp., doing business as Access To Money (“Access To Money”), an independent ATM deployer. The purchase price consisted of $4,250,000 in cash, 3,550,000 shares of our common stock valued at $995,535, and a note payable to the former owner of Access To Money in the amount of $9,754,465 bearing interest at 13% per annum with interest payable quarterly and the principal balance due April 18, 2015. Payments under this promissory note are subordinated to the payment in full of the amount under the Securities Purchase Agreement and the Amended Settlement Agreement with Notemachine. The purchase price was allocated based on the estimated fair value of the assets acquired and liabilities assumed. The allocated fair value of the assets acquired was as follows:

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	(in thousands)
Cash	$	1,048
Accounts receivable		937
Inventory		135
Equipment		132
Lease receivable, net		1,077
Other assets		587
Intangible assets:
Customer contracts		1,200
Distributor agreements		225
Non-contractual customer base		250
Non compete agreements		175
Trademarks		500
Goodwill		14,380
Total assets acquired		20,646
Accounts payable	$	137
Notes payable		989
Accrued liabilities		2,035
Other liabilities		1,016
Deferred tax liability		917
Subtotal liabilities		5,094
Total	$	15,552

     The allocation above is subject to change as management refines the allocation of the acquired intangibles. We intend to amortize on a straight-line basis the intangible assets, with the exception of trademarks, over periods ranging from three to five years. The acquisition is expected to enhance our presence in the marketplace by significantly increasing our market share, enhancing the geographical distribution of our operations and enabling us to increase our productivity. These factors contributed to establishing the purchase price which resulted in the recognition of the goodwill. Goodwill is not subject to amortization for financial reporting purposes. All of the intangible assets acquired will be reviewed for impairment at least annually.

8. Notes Payable and Other Debt:

	December 31,		June 30,
	2007		2008
	(in thousands)
Term Loan B	$	2,051	$	—
Lampe Loan Facility		—		11,000
Note payable to former Access To Money owner		—		9,755
Notemachine		5,301		2,597
Other Debt		—		1,800
TRM Inventory Funding Trust note payable		58,505		67,020
	$	65,857	$	92,172

     New Lampe Loan Facility

     In June 2006, we borrowed approximately $111 million from GSO Origination Funding Partners LP and other lenders. Under the Amended and Restated Second Lien Loan Agreement, dated as of November 20, 2006, by and among us, TRM ATM Corporation and TRM Copy Centers (USA) Corporation, as borrowers, the subsidiaries of the borrowers identified therein, as

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the guarantors, Wells Fargo Foothill, Inc., as administrative agent, GSO Origination Funding Partners, LP, a Delaware limited partnership, and the other lenders from time to time party thereto (the “Term Loan B”), we owed $2.1 million as of December 31, 2007. Interest on Term Loan B was at LIBOR plus 12% (14.70% as of March 31, 2008). The borrowings pursuant to Term Loan B were collateralized by substantially all of our assets and the assets of our subsidiaries. Because we were uncertain whether we could comply with all of the terms of Term Loan B, as of December 31, 2007, we classified the entire balance of the loan as a current liability on our balance sheet.

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

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

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

     Original Lampe Loan

     In connection with the Securities Purchase Agreement entered into on February 8, 2008 with Lender and Lampe, Conway & Co., LLC, we granted warrants to the Lender to purchase up

9

to 2,500,000 shares of our common stock at an exercise price initially equal to $.40 per share, subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits, or if we issue common stock, or securities convertible into common stock, at a lower price. Upon issuance of warrants granted under the Lampe Loan Facility which had a lower exercise price, the exercise price of these warrants was automatically reduced to $.28 per share. The warrants are exercisable at any time and expire on February 8, 2015. We have agreed to register the shares subject to the warrants. Using the Black-Scholes valuation model, we estimated the fair value of the warrant issued to the Lender to be approximately $928,000. We recorded the fair value of the warrant, together with $63,000 of legal fees incurred as deferred financing costs to be amortized over the term of the loan. Since this loan was paid in full in April 2008, the remaining balance of the deferred financing costs including an additional $253,000, which was the result of the revaluation of the warrant issued in February 2008, was charged to expense and classified as a loss on early extinguishment of debt in the second quarter of 2008.

     Notemachine Settlement Agreement

     In November 2007, we entered into a settlement agreement with Notemachine Limited (“Notemachine”), relating to the sale to Notemachine of our United Kingdom and German ATM businesses in January 2007. Pursuant to the settlement agreement, we agreed to repay £3,250,000 (approximately $6.4 million) in full and final settlement of claims by Notemachine relating to the sale. As of June 30, 2008, we owed £1.3 million (approximately $2.6 million) pursuant to the settlement agreement. $1.2 million of the $2.6 million remaining debt is recorded in Term loans and other debt. Upon closing the Lampe Loan Facility in April 2008, we paid Notemachine £506,000 plus outstanding interest, reducing the balance outstanding to £1,410,000. We also executed an amended settlement agreement with Notemachine on April 18, 2008 (the “Amended Settlement Agreement”) under which the outstanding balance is due in monthly payments of £71,212 including interest at 15% per annum through March 2010. Earlier payment is required if we obtain sufficient financing or accumulate a certain level of surplus cash (both as defined in the amended settlement agreement). Under the amended settlement agreement, our liability to Notemachine is collateralized by a security interest in substantially all of our assets and the assets of our subsidiaries, which security interest is subordinate to the security interest granted to Lender, under the Lampe Loan Facility.

     Other Debt

     The $1.8 million of other debt represents notes payable balances due to banks for cash in ATMs and a line of credit used by Access To Money to fund the purchase of ATMs for lease to customers.

     TRM Inventory Funding Trust Note Payable

     In March 2008, we notified our current vault cash provider that we intended to terminate our vault cash arrangement with them and that we had made arrangements with another provider of vault cash whom we anticipate will provide vault cash for us at a lower cost. Pursuant to a Cash Provisioning Agreement, as amended, dated August 28, 2007, between Genpass Technologies, L.L.C., doing

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business as Elan Financial Services (“Elan”), TRM ATM Corporation, and Pendum Inc., and an ATM Vault Cash Purchase Agreement effective as of June 26, 2008, between Elan, TRM Inventory Funding Trust, TRM ATM Corporation, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt AM Main, we have transferred the provisioning of cash for 92 ATMs to Elan. Our relationship under the cash provisioning agreements with Elan is structured such that Elan supplies cash to be placed into our ATMs. We are responsible for the payment of fees and interest related to the use of the cash under the cash provisioning agreements.

9. Shareholders’ Equity

     Stock-based Compensation

     Stock-based compensation expense, which is included in selling, general and administrative expense during the six months ended June 30, 2007 and 2008 was as follows (in thousands):

	2007			2008
Option grants	$	(9	)	$	46
Restricted shares		213			1,573
Total stock-based compensation expense	$	204		$	1,619

     A summary of stock option activity during the six months ended June 30, 2008 follows:

	Number of			Weighted average
	shares			exercise price
Outstanding January 1, 2008		276,625		$	4.62
Options granted		—			—
Options exercised		—			—
Options forfeited		(7,500	)		9.75
Outstanding June 30, 2008		269,125			4.47

     As of June 30, 2008, options to purchase 269,125 shares of common stock at a weighted average exercise price of $4.47 per share were vested and exercisable.

     As of December 31, 2007, 686,393 unvested shares of restricted stock were outstanding. During the second quarter of 2008, 486,000 shares of restricted stock were granted, bringing the total shares of restricted stock outstanding at June 30, 2008, to be 1,172,393. The fair value of the restricted stock granted during 2008 was $0.28 per share. Of the 1,172,393 shares of restricted stock outstanding as of June 30, 2008, 722,393 were vested and 450,000 were unvested. The fair value of the restricted stock granted during 2008 was $0.28 per share. There are 450,000 shares of unvested restricted stock outstanding at June 30, 2008.

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     Common Stock Warrants

     Warrants issued in connection with the Lampe Loan Facility triggered a “change in control” provision in our 2005 Omnibus Stock Incentive Plan, resulting in immediate vesting, as of April 18, 2008, of all of our outstanding stock options and restricted stock grants. As a result of the vesting in April 2008, we estimated the fair value of the options and restricted stock grants, and charged the expense and any excess of the fair value of those options and restricted stock grants over their remaining unamortized value together with the remaining unamortized value of the options and restricted stock grants based on their original issuance terms.

     In November 2006, we granted to the holders of our Term Loan B warrants to purchase 3,072,074 shares of our common stock at $1.3638 per share. Pursuant to the terms of these warrants, the price per share was reduced to $.40 in February 2008 and further to $.28 in April 2008 upon issuance of the warrants to the Lender. See Note 8.

     As described further in Note 8, we also have outstanding warrants granting the Lender rights to acquire 2,500,000 and 11,250,000 shares of common stock at $.28 per share, and warrants granting Cadence rights to acquire 1,250,000 shares of common stock at $.28 per share.

     We have agreed to register the shares subject to all of our outstanding warrants.

10. Provision for Income Taxes

     We have recorded no benefit from our losses for the first six months of 2007 or 2008 because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts. As of June 30, 2008, we have net operating losses of approximately $46.0 million available to offset future taxable income for United States federal income tax purposes which expire in the years 2020 through 2028, and our Canadian subsidiary has net operating loss carryforwards of approximately $15 million available to offset future taxable income in Canada which expire in the years 2009 through 2017. However, we have sold the assets of our Canadian subsidiary, and it no longer has any operations.

11. Geographic Information

     Substantially all of our revenues from continuing operations for the six months ended June 30, 2007 and 2008 were derived from sales to customers in the United States. As of June 30, 2008, substantially all of our assets were located in the United States.

12. Discontinued Operations and Sales of Businesses

     During 2007 we sold our photocopy operations and all of our ATM operations outside the United States. As a result, the operations of our Canadian, United Kingdom and German ATM businesses and our United States and Canadian photocopy businesses are shown as discontinued operations in the accompanying statement of operations for the three and six months ended June 30, 2008.

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     Net revenues of discontinued operations for the six months ended June 30, 2008 through the dates of sale were as follows (in thousands):

	Three months ended				Six months ended
	June 30,				June 30,
	2007		2008		2007		2008
Canada photocopy	$	577	$	—	$	1,102	$	—
United Kingdom photocopy		—		—		—		—
United States photocopy		—		—		1,368		—
Canada ATM		—		—		—		—
United Kingdom ATM		—		—		1,653		—
Germany ATM		—		—		130		—
	$	577	$	—	$	4,253	$	—

     Pretax income/(loss) from discontinued operations for the three- and six-month periods ended June 30, 2007 and 2008 through the dates of sale (in thousands):

	Three months ended June 30,
	2007									2008
				Gain on								Gain on
	Operations			sale			Total			Operations		sale		Total
Canada photocopy	$	(59	)	$	29		$	(30	)	$	—	$	—	$	—
United Kingdom photocopy		—			—			—			—		—		—
United States photocopy		—			—			—			—		—		—
Canada ATM		—			(189	)		(189	)		—		—		—
United Kingdom ATM		—			(61	)		(61	)		—		—		—
Germany ATM		—			—			—			—		—		—
	$	(59	)	$	(221	)	$	(280	)	$	—	$	—	$	—

	Six months ended June 30,
	2007								2008
				Gain on							Gain on
	Operations			sale		Total			Operations		sale		Total
Canada photocopy	$	(2,975	)	$	29	$	(2,946	)	$	—	$	—	$	—
United Kingdom photocopy		—			—		—			—		—		—
United States photocopy		398			833		1,231			—		—		—
Canada ATM		(113	)		2,361		2,248			—		—		—
United Kingdom ATM		(1,617	)		6,359		4,742			—		—		—
Germany ATM		(55	)		—		(55	)		—		—		—
	$	(4,362	)	$	9,582	$	5,220		$	—	$	—	$	—

     Substantially all of the assets and liabilities of our United States photocopy business and our ATM businesses in Canada, the United Kingdom and Germany were sold in January 2007.

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

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13. Commitments and Contingent Liabilities

     We are a defendant in various actions that have arisen in the normal course of business. We believe that the ultimate disposition of these matters will not have a material adverse effect on our business, financial condition or results of operations.

     A consolidated securities class action lawsuit was filed in the United States District Court for the District of Oregon in May 2008 against us and certain of our officers and directors. The complaints sought unspecified damages on alleged violations of federal securities laws between March 16, 2006 and May 22, 2007. This lawsuit was dismissed on July 23, 2008. See Note 15.

     We guaranteed certain equipment lease payments for TRM Copy Centres (UK) Ltd. when that company was our subsidiary. In June 2006 we sold all of the outstanding shares of that subsidiary to an unrelated third party. In October 2007 (the most recent date for which we have information from the lessor) the remaining balance payable under the leases we guarantee was £331,000 (approximately $656,000).

14. Corporate Restructuring

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

15. Subsequent Event

     On July 23, 2008, the consolidated securities class action lawsuit filed against the Company and certain of its officers and directors, as described in Note 13, was dismissed.

16. New Accounting Standards

     In May, 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We are currently reviewing the effect, if any; the proposed guidance will have on our financial statements disclosures.

     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An Amendment of FASB Statement No. 133 (SFAS 133)”, (SFAS 161). This statement is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The provisions of SFAS 161 are effective for fiscal years beginning after November 15, 2008. SFAS 161 will be effective for us on January 1, 2009. We are currently evaluating the impact that adoption of SFAS 161 may have on our financial statement disclosures.

     In December 2007, the FASB, issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) replaces SFAS 141, “Business Combinations”; however it retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) requires an acquirer to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, be measured at their fair values as of that date,

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with specified limited exceptions. Changes subsequent to that date are to be recognized in earnings, not goodwill. Restructuring costs, if any, are to be recognized separately from the acquisition. The acquirer in a business combination achieved in stages must also recognize the identifiable assets and liabilities, as well as the noncontrolling interests in the acquiree, at the full amounts of their fair values. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning on or after December 15, 2008. We will apply the requirements of SFAS 141(R) upon its adoption on January 1, 2009 and are currently evaluating whether SFAS 141(R) will have an impact on our financial position and results of operations.

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

     In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115,” which allows companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 became effective for us beginning in 2008. Our adoption of SFAS No. 159 did not have a material impact on our results of operations, financial position or cash flows.

     In September 2006, the FASB, issued SFAS, No. 157 “Fair Value Measurements.” SFAS 157 establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements. SFAS No. 157 became effective for us beginning in 2008, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until fiscal years beginning after November 15, 2008. We anticipate no material impact on our results of operations, financial position or cash flows as a result of adopting this statement.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

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1934. We have based these forward-looking statements on management’s current expectations about future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and by words such as “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other similar words or expressions.

     Any or all of the forward-looking statements in this report and in any other public statements we make may turn out to be wrong. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. We discuss many of the risks and uncertainties that may impact our business in Item 1A — “Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, 2007. Because of these risks and uncertainties, our actual results may differ materially from those that might be anticipated from our forward-looking statements. Other factors beyond those referred to above could also adversely affect us. Therefore, you are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise except as required under the federal securities laws and the rules and regulations of the SEC.

Overview

     During 2006 we operated ATM networks in the United States, United Kingdom, Canada and Germany, and we operated photocopier networks in the United States, United Kingdom and Canada. Between June 2006 and June 2007, we sold our photocopier businesses and our foreign ATM businesses and used substantially all of the net proceeds from those sales to pay our debt. Our remaining balance under a credit facility pursuant to which we owed $99.3 million at the end of 2006 was $2.1 million as of December 31, 2007. In April 2008, we borrowed $11.0 million which we used to pay the remaining balance due under our 2006 financing arrangement, together with other debts. We also used a portion of the proceeds from our April 2008 borrowing to pay the cash portion of the purchase price of LJR Consulting Corp., doing business as Access To Money (“Access To Money”), an ATM operator that we acquired in April 2008. Effective April 18, 2008, our consolidated results of operations include the operations of Access To Money. During the second quarter of 2008, our United States ATM networks had an average of 11,823 transacting ATMs compared to an average of 10,473 transacting ATMs during the second quarter of 2007. At the time we acquired Access To Money, it had 4,248 transacting ATMs.

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Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007

ATM Results of Operations — Continuing Operations
	2007					2008
	Amount		%			Amount		%
	(in thousands, except operating and percentage data)
Transaction-based sales	$	21,520		100.0	%	$	21,613		100.0	%
Less discounts		14,749		68.5			14,896		68.9
Net transaction-based sales		6,771		31.5	%		6,717		31.1	%
Service and other sales		1,192					1,347
Sales of ATM equipment		834					747
Branch build out		—					165
Net sales		8,797					8,976
Cost of sales:
Cost of vault cash		1,345					916
Other		4,684					4,244
Gross profit	$	2,768				$	3,816
Operating data:
Average number of transacting ATMs		10,473					11,823
Withdrawal transactions		9,136,135					9,238,611
Average withdrawals per ATM per month		291					260
Average transaction-based sales per withdrawal transaction	$	2.36				$	2.34
Average discount per withdrawal transaction	$	1.62				$	1.61
Net transaction-based sales per withdrawal transaction	$	.74				$	.73

     We had a $1.9 million loss from continuing operations in the second quarter of 2007. We had a $3.7 million loss from continuing operations in the second quarter of 2008 which included a $1.5 million loss on early extinguishment of debt and $1.4 million charge for non-cash stock compensation attributable to the vesting acceleration of restricted stock and options as a result of the acquisition of Access To Money.

Sales

     For the second quarter of 2008, sales from continuing operations increased by $326,000, or 1.4%, to $23.9 million from $23.6 million for the second quarter of 2007.

     The average number of transacting ATMs in our network increased by 1,350 primarily as a result of the addition of machines acquired in the Access To Money acquisition was partially offset by the attrition of units acquired from eFunds Corporation in November 2004 and approximately 1,300 ATMs that failed to meet Triple Data Encryption standards and were subsequently disabled on January 1, 2008. We have completed the Triple Data Encryption upgrades as of June 30, 2008.

     The decrease in the average number of withdrawals per ATM from 291 in 2007 to 260 in 2008 is due to the calculation including only a partial month of transactions as a result of the mid-month close of the Access To Money acquisition.

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Sales Discounts

     Sales discounts were relatively flat between periods as it only increased from $14.8 million in the second quarter of 2007 to $14.9 million in the second quarter of 2008. As a percentage of transaction-based sales, discounts increased to 68.9% in the second quarter of 2008 from 68.5% in the second quarter of 2007. This was the result of adding Access To Money’s machine base consisting primarily of merchant-owned, merchant-cashed ATMs, causing a decrease in the overall percentage of machines for which we provide cash. Since the discounts on machines which are cashed by the merchants are generally higher than the discounts for machines for which we provide cash, our discounts as a percent of transaction-based sales have increased.

Cost of Sales

     Cost of sales from continuing operations decreased by $870,000 from the second quarter of 2007 to the second quarter of 2008, resulting in a $1.0 million increase in gross profit between the second quarter of 2008 and the second quarter of 2007.

     Our cost of vault cash decreased by $429,000 to $916,000 for the second quarter of 2008 from $1.3 million in the second quarter of 2007. The number of ATMs for which we provide cash decreased by 10% from 2,405 in June 2007 to 2,174 in June 2008, and the total amount of vault cash in our system has decreased by 3%, to $69.1 million at June 30, 2008 from $71.9 million at June 30, 2007. In addition, the interest rate on our vault cash facility has decreased to 3.81% as of June 30, 2008 from 6.75% at June 30, 2007 due to decreased commercial paper interest rates.

     As a result of the sale of our United States photocopy business in January 2007, we determined that it would be more economical to hire third parties to perform maintenance on our equipment and on merchants’ equipment where that is our responsibility. As of the end of 2006, we had 129 field service employees in the United States, and had reduced this number to nine by the end of the first quarter of 2007 and to zero by the second quarter of 2008. As a result of the phase-out of our field service staff, our labor cost included in cost of sales was reduced from $53,000 in the second quarter of 2007 to zero in the second quarter of 2008. In addition, our auto expense decreased by $103,000, as these expenses were eliminated and borne by third parties and we saw the cost for armored car services decrease by $99,000 between the periods.

     Our ATM processing costs and telecommunication costs decreased by $95,000, or approximately 8.4%, due to reductions in the volume of transactions and number of ATM machines for which we provide cash and telecommunications services. The improvement in processing costs was also the result of decreased pricing with eFunds and the reposition of ATMs to take advantage of minimums under other processing contracts.

Selling, General and Administrative Expense

     Selling, general and administrative expense increased by $636,000 to $4.9 million in the second quarter of 2008 from $4.3 million in the second quarter of 2007. The selling, general and administrative expense as a percent of sales increased to 20.8% in the second quarter of 2008

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from 18.4% in the second quarter of the prior year. Included in selling, general and administrative expense in the second quarter of 2008 is a charge of $1.4 million for the cost related to the acceleration vesting of stock options and restricted stock associated with the acquisition of Access To Money. Excluding the non-cash stock compensation charge, selling, general and administrative expense would have been $820,000 lower than the second quarter of 2007.

     Labor costs increased by $404,000, or approximately 27.5%. This increase is attributable to the addition of Access To Money, temporary labor, and recruiting costs. As of June 30, 2008, we had 62 employees.

     Our cost for outsourced services decreased by $1.0 million, primarily because of our settlement with eFunds Corporation resulting in the termination of most of the services that they were performing for us under the Master Services Agreement we entered into in 2004 in addition to the non-renewal of software maintenance agreements no longer needed to support operations.

     Legal, accounting and consulting expenses decreased by $232,000.

Interest Expense, Amortization of Debt Issuance Costs, Loss on Early Extinguishment of Debt

     Interest expense and amortization of debt issuance costs increased to $1.1 million for the second quarter of 2008 from $125,000 in the second quarter of 2007. On April 18, 2008, we borrowed $11,000,000 pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the LC Capital Master Fund, Ltd. (the “Lender”) and Lampe, Conway & Co., LLC, as administrative and collateral agent (the “Lampe Loan Facility”) and issued a $9,754,465 note to the former owner of Access To Money. Both the notes in connection with the acquisition of Access To Money and in connection with the Lampe Loan Facility bear interest at 13% per annum. In addition, debt issuance costs relating to the Lampe Loan Facility included $5.9 million for the estimated value of the warrants issued to the Lender. The warrants will be amortized over the 3-year term of the $11,000,000 note issued under the Securities and Purchase Agreement. See Note 8 to our condensed consolidated financial statements for a discussion of the Lampe Loan Facility.

Provision for Income Taxes

     We have recorded no benefit from our losses for the second quarter of 2007 and 2008 because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts.

Discontinued Operations

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

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the three and six months ended June 30, 2008. See Note 12 to our consolidated financial statements for additional information regarding our discontinued operations.

Net Loss

     Our net loss from continuing operations for the second quarter of 2008 was $3.7 million compared to a net loss from continuing operations of $1.9 million for the second quarter of 2007. The $1.8 million increase in net loss from continuing operations in the second quarter of 2008 is primarily due to a $1.4 million charge in non-cash stock compensation and a $1.5 million charge to loss on debt redemption associated with the acquisition of Access To Money. Excluding these costs, we would have seen a decrease of $1.1 million from the net loss of $1.9 million in the second quarter of 2007 to a loss of $800,000 in 2008.

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

ATM Results of Operations — Continuing Operations
	2007					2008
	Amount		%			Amount		%
	(in thousands, except operating and percentage data)
Transaction-based sales	$	42,896		100.0	%	$	38,036		100.0	%
Less discounts		29,017		67.6			25,523		67.1
Net transaction-based sales		13,879		32.4	%		12,513		32.9	%
Service and other sales		2,370					2,530
Sales of ATM equipment		1,179					1,206
Branch build out sales		—					165
Net sales		17,428					16,414
Cost of sales:
Cost of vault cash		2,790					1,899
Other		9,126					7,959
Gross profit	$	5,512				$	6,556
Operating data:
Average number of transacting ATMs		10,641					9,970
Withdrawal transactions		18,209,397					15,985,438
Average withdrawals per ATM per month		285					267
Average transaction-based sales per withdrawal transaction	$	2.35				$	2.38
Average discount per withdrawal transaction	$	1.59				$	1.60
Net transaction-based sales per withdrawal transaction	$	.76				$	.78

Sales

     For the first six months of 2008, sales from continuing operations decreased by $4.5 million, or 9.7%, to $41.9 million from $46.4 million for the first six months of 2007.

     The $4.5 million decrease in sales was primarily a result of a $4.9 million decrease in transaction-based sales offset by a $158,000 increase in service and other sales, a $27,000 increase in sales of ATM equipment, and $165,000 increase in branch build out sales.

     The $4.9 million decrease in transaction-based sales resulted from:

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• A 6.3% decrease in the average number of transacting ATMs primarily the result of attrition of contracts acquired from eFunds Corporation in November 2004.

• A 6.3% decrease in average withdrawal transactions per ATM per month.

     The decreases in the number of our ATMs and the average number of withdrawals per ATM were partially offset by:

• A 1.2% increase in average transaction-based sales per withdrawal transaction.

• An increase in service and other sales, sales of ATM equipment, and branch build out sales.

• The addition of Access To Money’s ATMs and transaction volume.

Sales Discounts

     In contrast to the slight change in sales discounts between the second quarters of 2007 and 2008, during the first six months of 2008 sales discounts decreased by $3.5 million from $29.0 million in the first six months of 2007 to $25.5 million for the first six months of 2008. Sales discounts as a percentage of transaction-based sales decreased slightly to 67.1% in the first six months of 2008 from 67.7% in the first six months of 2007. The lower discount cost is also reflected in the decrease of discounts as a percentage of transaction based sales to 67.1% in the first six months of 2008 from 67.7% in the first six months of 2007. The impact of a reduction in the number of merchant cashed machines having higher discount rates than company cashed machines typically produces a lower percentage of discounts as a percentage of transaction based sales.

Cost of Sales

     Although net sales from continuing operations decreased by $1.0 million in the first six months of 2008 compared to the first six months of 2007, cost of sales decreased by $2.1 million. As a result, gross margin increased by $1.0 million from $5.5 million in the first six months of 2007 to $6.5 million in the first six months of 2008.

     As a result of the sale of our United States photocopy business, we determined that it would be more economical to hire third parties to perform maintenance on our equipment and on merchant’s equipment where that is our responsibility. During the first six months of 2007, we transitioned our ATM maintenance function from our own field service employees to third parties. During the first six months of 2008, our expense for third party ATM service increased by $590,000 as compared to the same period in 2007. This increase was offset by a decrease of $863,000 in our cost of labor and parts attributed to our United States ATM business.

     We also saw a decrease in our cost of vault cash of $892,000, or 31%, as compared to the first six months of 2007. The decrease in the cost of vault cash is due to a reduction of the

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amount of vault cash in our system, which decreased from $71.9 million at June 30, 2007 to $69.1 million at June 30, 2008, and a reduction in the borrowing interest rate between the periods.

Selling, General and Administrative Expense

     Selling, general and administrative expense decreased by $1.8 million to $7.9 million in the first six months of 2008 from $9.6 million in the first six months of the prior year. Selling, general and administrative expense as a percent of sales decreased to 18.8% in the first six months of 2008 from 20.7% in the first six months of 2007. Specific decreases included:

• Depreciation expense decreased by $259,000 due to the writedown of impaired assets in 2007.

• Labor costs (excluding non-cash stock compensation expense) decreased by $507,000 or 14.9%. In connection with the sales of businesses in 2007 we substantially reduced our selling, general and administrative staff, by 63 employees during 2007. As of June 30, 2008, we have 62 employees as a result of the acquisition of Access To Money.

     Non-cash stock compensation expense increased by $1.4 million in the first six months of 2008 compared to the first six months of 2007. This was the result of the acceleration of the vesting of options and restricted stock associated with the acquisition of Access To Money.

Interest Expense, Amortization of Debt Issuance Costs, Loss on Early Extinguishment of Debt

     Interest expense and amortization of debt issuance costs increased by $1.3 million for the first six months of 2008 from $160,000 in the first six months of 2007. On April 18, 2008, we borrowed $11,000,000 pursuant to the Securities Purchase Agreement and issued a $9,754,465 note to the former owner of Access To Money. Both the notes in connection with the acquisition of Access To Money and in connection with the Lampe Loan Facility bear interest at 13% per annum. In addition, debt issuance costs relating to the Lampe Loan Facility include a $5.9 million estimate for the value of the warrants issued to the Lender. The warrants will be amortized over the 3-year term of the $11,000,000 note issued under the Securities and Purchase Agreement. See Note 8 to our condensed consolidated financial statements for a discussion of the Lampe Loan Facility.

Provision for Income Taxes

     We have recorded no benefit from our losses for the second quarter of 2007 and 2008 because we are uncertain that we will be able to realize the benefit of our net operating loss carryforwards and future deductible amounts.

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Discontinued Operations

     During 2006 and 2007, we sold all of our photocopy operations and all of our ATM operations outside the United States. As a result, as of the operations of our Canadian, United Kingdom and German ATM businesses and our United States and Canadian photocopy businesses are shown as discontinued operations in the accompanying statement of operations for the three and six months ended June 30, 2008. See Note 12 to our consolidated financial statements for additional information regarding our discontinued operations.

Net Loss

     Our net loss from continuing operations for the first six months of 2008 was $4.1 million compared to a net loss of $9.7 million for the first six months of 2007. Our net loss from continuing operations for the first six months of 2008 excluding losses on debt redemption of $4.1 million and $1.5 million, respectively, in 2007 and 2008 was $2.7 million compared to a net loss of $5.6 million for the first six months of 2007. The reduction in our loss from continuing operations was due primarily to the $2.1 million reduction in cost of sales and the $1.8 million reduction in selling, general and administrative expense.

Liquidity and Capital Resources

Lampe Loan Facility

     Between June 2006 and June 2007, we sold our photocopier businesses and our foreign ATM businesses and used substantially all of the net proceeds from those sales to pay debt. Our remaining debt under a credit facility pursuant to which we owed GSO Origination Funding Partners LP (“GSO”) and the other lenders $99.3 at the end of 2006 was $2.1 million as of December 31, 2007. On April 18, 2008, we borrowed $11.0 million pursuant to the Securities Purchase Agreement. The $11.0 million loan bears interest at 13%, payable semiannually, and is due in April 2011. The Lampe Loan Facility includes covenants that require us to maintain a certain balance of cash and investments and to meet quarterly minimum Consolidated EBITDA targets (as defined in the Securities Purchase Agreement) and maintain at least 10,250 ATMs. The borrowings pursuant to the Lampe Loan Facility are collateralized by substantially all of our assets and the assets of our subsidiaries.

     In connection with the Lampe Loan Facility, we granted warrants to the Lender to purchase up to 12,500,000 shares of our common stock at an exercise price initially equal to $.28 per share subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits or if we issue common stock, or securities convertible into common stock, at a lower price. The warrants are exercisable at any time and expire on April 18, 2015. In connection with the Securities Purchase Agreement entered into on February 8, 2008 with the Lender and Lampe, Conway & Co., as administrative agent we granted the Lender warrants to purchase up to 2,500,000 shares of our common stock at an exercise price initially equal to $.40 per share, subject to adjustment for any recapitalizations, stock combinations, stock dividends and stock splits or if we issue common stock, or securities convertible into common stock, at a lower price. Upon the issuance of the warrants to the Lender in April 2008 with a lower exercise price, the

23

exercise price of the warrants issued in February was automatically reduced to $.28 per share. These warrants are exercisable at any time and expire on February 8, 2015.

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

     We used proceeds from this loan primarily to pay (1) the remaining balance due under our 2006 financing arrangement with GSO and the other lenders, (2) the previous $1.0 million note issued from the Lender (the “Lampe Note”), (3) $1.0 million we owed under a settlement agreement with Notemachine Limited (“Notemachine”), (4) the $2.5 million settlement we owed to eFunds Corporation and (5) the cash portion of the purchase price for our acquisition of Access To Money as discussed in Note 7 to our condensed consolidated financial statements.

     Following this borrowing, as of June 30, 2008, other than accounts payable and accrued liabilities in the normal course of business, we had the following debt (in thousands):

Lampe Loan Facility	$	11,000
Note payable to former Access To Money owner		9,755
Notemachine settlement agreement		2,597
Other debt		1,800
TRM Inventory Funding Trust note payable		67,020
	$	92,172

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

     During the six months ended June 30, 2008, we used $2.1 million of cash in our operating activities compared to $9.1 million used in operating activities (including discontinued operations) during the second quarter of 2007.

     We had cash and cash equivalents of $5.2 million at June 30, 2008, compared to $3.9 million at December 31, 2007, and a net working capital deficit of $912,000 at June 30, 2008 compared to a net working capital deficit of $2.4 million at December 31, 2007.

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

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Note Payable to Former Access To Money Owner

     As part of the purchase price for all of the capital stock of Access To Money, in April 2008 we issued a note payable to the former owner in the amount of $9,754,465. The note bears interest at 13% per annum with interest payable quarterly and the principal balance due April 18, 2015. Payments under the promissory note are subordinated to the payment in full of the Lampe Loan Facility and the amended and restated settlement agreement with Notemachine.

Notemachine Settlement Agreement

     In November 2007, we entered into a settlement agreement with Notemachine relating to the sale of our United Kingdom and German ATM businesses to Notemachine in January 2007. Pursuant to the settlement agreement, we agreed to repay £3,250,000 ($6.4 million using exchange rates as of December 31, 2007) in full and final settlement of claims by Notemachine relating to the sales. Upon closing the Lampe Loan Facility in April 2008, we paid Notemachine £506,000 plus outstanding interest, reducing the balance outstanding to £1,410,000. We also executed an amended settlement agreement with Notemachine on April 18, 2008 under which the outstanding balance is due in monthly payments of £71,212 including interest at 15% through March 2010. Earlier payment is required if we obtain sufficient financing or accumulate a certain level of surplus cash (both as defined in the amended settlement agreement).

TRM Inventory Funding Trust Note Facility

     General. In March 2000, we established a facility for funding the cash which is placed in our ATM equipment (which we refer to as “vault cash”) for our United States ATMs. As of June 30, 2008, we had access to $100 million of vault cash under the facility of which $69.1 million was being used. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — United States Vault Cash Facility” in our Annual Report on Form 10-K/A, filed on April 29, 2008, for a discussion of our vault cash facility.

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

• Interest on the loaned funds. The loans bear interest at an interest rate equal to 1.35% (1.75% prior to May 2007) plus the interest rate borne by the commercial paper that was issued to raise the funds for the loans. Interest for the quarter ended June 30, 2008 was $761,000.

• Return for equity investors. Autobahn and GSS Holdings, Inc., as equity investors in the Trust, receive a return on the value of their investments, which were $1,485,000 and $15,000, respectively, as of June 30, 2008. Autobahn’s annual return is equal to 1.35% plus the interest rate borne by the commercial paper that is outstanding. GSS Holdings’ annual return is equal to 25.0%.

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• Fees. Autobahn receives a commitment fee and TRM ATM, as servicer, and the collateral agent each receive administrative fees in connection with the facility. Autobahn’s fees for the quarter ended June 30, 2008 were $29,000.

     We maintained a letter of credit for $2.9 million as of June 30, 2008, to guarantee the performance of the servicer of the facility. The Trust’s subcontractors maintain insurance on behalf of the Trust so as to ensure the cash is safe while stored at correspondent banks, and during delivery to ATM equipment and to vault or bank storage facilities.

     Termination. In March 2008, we notified the Trust and the other parties to the vault cash facility that we intended to terminate the vault cash arrangement with them and that we had made arrangements with another provider of vault cash whom we anticipate will provide vault cash for us at a lower cost. Pursuant to a Cash Provisioning Agreement effective as of August 28, 2007, as amended, between Genpass Technologies, L.L.C., doing business as Elan Financial Services (“Elan”), TRM ATM Corporation, TRM ATM Corporation and Pendum, Inc., and an ATM Vault Cash Purchase Agreement effective as of June 26, 2008, between Elan, TRM Inventory Funding Trust, TRM ATM Corporation, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt AM Main, we have transferred the provisioning of cash for 92 ATMs to Elan. We are still in the process of completing testing of this potential new vault cash provider and are currently uncertain whether we will transition to a new vault cash provider or seek to maintain our relationship with our current vault cash provider. If we terminate our current vault cash arrangement prior to its maturity in 2012 and repay the Trust’s borrowings, we will owe a prepayment fee of $750,000. However, we will be able to terminate the letter of credit guaranteeing our performance as servicer of the facility, and restricted cash of $2.8 million held by our bank as collateral for the letter of credit will become available for use in operations. We expect to pay the prepayment fee from the released restricted cash.

Off-balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

     Our critical accounting policies and estimates as of June 30, 2008 are consistent with those discussed in our Annual Report on Form 10-K/A for the year ended December 31, 2007.

New Accounting Standards

     See Note 16 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for a discussion of new accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in interest rates, which could impact our results of operations and financial condition. We have a liability denominated in British pounds that exposes us to foreign currency exchange rate risk. We do not hold or issue derivative commodity instruments or other financial instruments for trading purposes.

Interest Rate Risk

     We invest our cash in money market accounts. The income earned from these money market accounts is subject to changes in interest rates. Interest income from continuing operations was $160,000 for the six months ended June 30, 2008, and $117,000 for the same period in 2007. If the interest rate we earned on the $8.0 million in cash we had available for investment at June 30, 2008 increased or decreased by 1%, our interest income would increase or decrease by $80,000 per year.

     Interest on our Term Loan B and our Lampe Note issued under the Original Securities Purchase Agreement were at variable rates. As of April 18, 2008, both of these loans were paid in full with proceeds from a new note issued in connection with the Securities Purchase Agreement that bears interest at a fixed rate. Effective April 18, 2008, our only borrowing at a variable interest rate is the TRM Inventory Funding Trust note.

     Under our United States vault cash facility, the Trust borrows money pursuant to a note funded by the sale of commercial paper. The Trust owed $68.5 million at June 30, 2008 and $66.9 million at June 30, 2007 under this arrangement. The weighted average interest rate on these borrowings at June 30, 2008 was 4.34%. Interest and fees relating to the Trust’s borrowings, which are included in cost of sales in our consolidated financial statements, totaled $1.7 million 790,000 and $2.6 million, respectively, for the six months ended June 30, 2008 and 2007. If the interest rate for the Trust’s borrowings at June 30, 2008 increased by 1%, to a weighted average of 5.34%, our cost of sales would increase by $685,000 per year.

Foreign Currency Risk

     As of June 30, 2008, we owed £1.3 million (approximately $2.6 million) to the purchaser of our United Kingdom and German ATM businesses. If the value of the British pound were to fluctuate significantly from the June 30, 2008 exchange rate, our financial position would be affected. A 10% increase in the value of the British pound versus the United States dollar would increase our liability by $260,000. A 10% decrease in the value of the British pound versus the United States dollar would decrease our liability by $260,000. Since we pay interest at a rate of 15% per annum on this liability, our interest expense would also be affected by a fluctuation in the exchange rate.

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ITEM 4. CONTROLS AND PROCEDURES

     We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities and Exchange Act of 1934 reports is recorded, processed, summarized and reported within the periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

     Under the supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level.

     There have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our most recent fiscal quarter.

PART II — OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     On August 28, 2007, TRM ATM Corporation, entered into a Cash Provisioning Agreement, as amended, with Elan and Pendum, Inc., dated August 28, 2007. TRM ATM Corporation also entered into an ATM Vault Cash Purchase Agreement, effective on June 26, 2008, with Elan, TRM Inventory Funding Trust and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt AM Main. These agreements were intended to transfer the provisioning of cash for 92 ATMs to Elan. We are still in the process of completing testing of this potential new vault cash provider and are uncertain if we will use them to replace our current vault cash provider.

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ITEM 6. EXHIBITS

     (a) Exhibits

3.1 (a)  Articles of Amendment to the Restated Articles of Incorporation of TRM Corporation.

(b)	Amendments to the Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(a) of Form 10-K for the fiscal year ended June 30, 1998).
(c)	Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1(b) of Form 10-K for the fiscal year ended June 30, 1998).

3.2	Restated Bylaws (incorporated herein by reference to Exhibit 3.2 of Form 10-K for the fiscal year ended June 30, 1998).
4.1	Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.1 of Form S-3/A filed on August 25, 2004 [No. 333-116748]).
4.2	Articles V, VI and VII of the Restated Articles of Incorporation, as amended (See Exhibit 3.1).
4.3	Articles I, II, V, VII and X of the Restated Bylaws (See Exhibit 3.2).
4.4	Amended and Restated Warrant to GSO Credit Opportunities Fund (Helios), L.P., dated April 18, 2008 (incorporated by reference to Exhibit 4.5 of Form 10-Q for the quarter ended March 31, 2008).
4.5	Amended and Restated Warrant to GSO Special Situations Overseas Benefit Plan Fund Ltd., dated April 18, 2008 (incorporated by reference to Exhibit 4.6 of Form 10-Q for the quarter ended March 31, 2008).
4.6	Amended and Restated Warrant to GSO Special Situations Fund Ltd., dated April 18, 2008 (incorporated by reference to Exhibit 4.7 of Form 10-Q for the quarter ended March 31, 2008).
4.7	Amended and Restated Warrant to GSO Domestic Capital Funding Partners LP., dated April 18, 2008 (incorporated by reference to Exhibit 4.8 of Form 10-Q for the quarter ended March 31, 2008).
4.8	Warrant to LC Master Fund, Ltd. dated February 8, 2008 (incorporated herein by reference to Exhibit 4.8 of Form 10-K for the fiscal year ended December 31, 2007)
4.9	Warrant to LC Master Fund, Ltd., dated April 18, 2008 (incorporated herein by reference to Exhibit 4.9 of Form 10-Q for the quarter ended March 31, 2008).
4.10	Warrant to LC Capital Master Fund, Ltd. dated April 18, 2008.
4.11	Warrant to Cadence Special Holdings II, LLC dated April 18, 2008.
10.1	Lease dated January 9, 2008, between 1101 Associates, LP and TRM Corporation (for registrant’s executive offices).

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10.2 ATM Vault Cash Purchase Agreement effective June 26, 2008 by and among Genpass Technologies, LLC doing business as Elan Financial Services, TRM Inventory Funding Trust, TRM ATM Corporation, and DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main.

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

(b) Amendment No. 1 to Cash Provisioning Agreement by and among Genpass Technologies LLC doing business as Elan Financial Services, TRM ATM Corporation, TRM ATM Corporation, and Pendum, Inc., dated May 8, 2008 (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on August 14, 2008).

10.4	Amendment No. 1 to Securities Purchase Agreement dated July 21, 2008, by and among TRM Corporation, Lampe Conway & Co., LLC and LC Capital Master Fund, Ltd.
10.5	Secured Promissory Note issued to LC Capital Master Fund, Ltd. for $11,000,000.
10.6	Secured Promissory Note issued to LC Capital Master Fund, Ltd. for $9,900,000.
10.7	Secured Promissory Note issued to Cadence Special Holdings II, LLC for $1,100,000.
31.1	Certification of Chief Executive Officer of TRM Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer of TRM Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer of TRM Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer of TRM Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRM CORPORATION
Date: August 14, 2008	By:	/s/ Michael J. Dolan
		Michael J. Dolan
		Chief Financial Officer

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EX-3.1.(A)

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
TRM CORPORATION

     1. The first sentence of Article III of the Restated Articles of Incorporation is hereby amended to read as follows:

“The authorized capital stock of the Corporation shall consist of 100 million shares of Common Stock, no par value, and 5 million shares of Preferred Stock, no par value.”

     2. The amendment was adopted on July 10, 2008.

     3. The amendment was duly adopted by the board of directors, and shareholder action was required to adopt the amendment. A total of 21,485,619 shares of voting Common Stock were outstanding and entitled to vote on the amendment.

     4. A total of 17,791,390 shares of voting Common Stock were voted in favor of the amendment, 636,372 shares of voting Common Stock were voted against the amendment, and 5,307 shares of voting Common Stock abstained.

Dated: July 10, 2008

TRM Corporation
By:	/s/ Michael J. Dolan
	Michael J. Dolan
	Chief Financial Officer

EX-4.10

Exhibit 4.10

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD OR TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.

Issued: April 18, 2008
10% Assigned to Cadence Special Holdings II, LLC: May 30, 2008

TRM CORPORATION

COMMON STOCK PURCHASE WARRANT

Void after April 18, 2015

     This Warrant (the “Warrant”) entitles LC Capital Master Fund, Ltd. (including any successors or assigns, the “Holder”), for value received, to purchase from TRM Corporation, an Oregon corporation, at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m., Eastern Time, on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern Time, on the Expiration Date (as defined in Section 1 below) at which time this Warrant shall expire and become void, all or any portion of the Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject to the following terms and conditions:

     1. Definitions. As used in this Warrant, the following terms shall have the respective meanings set forth below or elsewhere in this Warrant as referred to below:

     “Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a Person, as such terms are used and construed under Rule 144, and any Person (or group of Persons) who share(s) voting or investment power or is (are) deemed a beneficial owner(s), as such terms are used and construed under Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, including, without limitation, any Person that serves as a general partner and/or investment adviser or in a similar capacity of a Person.

     “Common Stock” means the common stock, no par value per share, of the Company (including any securities into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event).

     “Company” means TRM Corporation, an Oregon corporation.

     “Exercise Price” means $0.28 per share of Common Stock, as applicable and as adjusted from time to time pursuant to the terms of this Warrant.

     “Expiration Date” means April 18, 2015.

     “Fair Market Value” shall mean (i) if the Common Stock is traded on NASDAQ or any other national securities exchange, then the last reported sale price per share of Common Stock on The NASDAQ Stock Market or such other national securities exchange in which such Common Stock is quoted or listed, as the case may be, on the date immediately preceding each date the Warrant is exercised or, if no such sale price is reported on such date, such price on the next preceding business day in which such price was reported, (ii) if the Common Stock is traded over-the-counter with an average weekly trading volume as reported on the Pink Sheets of not less than 250,000 shares for each of the four full trading weeks ending on the trading day immediately preceding the date the Warrant is exercised, then the average of the closing bid and asked prices over the five (5) trading days ended on the trading day immediately preceding each date the Warrant is exercised or (iii) if such Common Stock is not traded, quoted or listed on The NASDAQ Stock Market or any national securities exchange or the over-the-counter market, then the fair market value of a share of Common Stock, as determined in good faith by the Board of Directors of the Company in a manner consistent with the Board of Directors’ past valuation practices.

     “Holder” has the meaning set forth in the preamble of this Warrant.

     “Initial Exercise Date” means the date hereof.

     “Person” (whether or not capitalized) means an individual, entity, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

     “SEC” means the Securities and Exchange Commission

     “Securities Purchase Agreement” means that certain Securities Purchase Agreement dated April 18, 2008, among the Company, the respective Purchasers party thereto and Lampe, Conway & Co., LLC, as Administrative Agent and Collateral Agent for the Purchasers.

     “Warrant Shares” means an aggregate of 11,250,000 shares of Common Stock, which amount shall be adjusted to give effect to all adjustments thereto provided for herein.

     2. Exercise of Warrant.

          2.1 Method of Exercise; Payment.

               (a) Cash Exercise. Subject to all of the terms and conditions hereof, this Warrant may be exercised, in whole or in part, with respect to any Warrant Shares, at any time and from time to time during the period commencing on the Initial Exercise Date and ending at 5:00 p.m., Eastern Time, on the Expiration Date, by surrender of this Warrant to the Company at its principal office, accompanied by a subscription substantially in the form attached hereto, executed by the Holder and accompanied by (a) wire transfer of immediately available

funds or (b) certified or official bank check payable to the order of the Company, in each case in the amount obtained by multiplying (i) the number of Warrant Shares for which the Warrant is being exercised, as designated in such subscription, by (ii) the Exercise Price. Thereupon, the Holder shall be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares determined as provided for herein.

               (b) Cashless Exercise/Conversion. Subject to all of the terms and conditions hereof, the Holder shall have the right to convert this Warrant, in whole or in part, with respect to any Warrant Shares, at any time and from time to time during the period commencing on the Initial Exercise Date and ending at 5:00 p.m., Eastern Time, on the Expiration Date, by surrender of this Warrant to the Company at its principal office, accompanied by a conversion notice substantially in the form attached hereto, executed by the Holder. Thereupon, the Holder shall be entitled to receive a number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares equal to:

                    (i) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof) which such Holder would be entitled to receive upon exercise of such Warrant for the number of Warrant Shares designated in such conversion notice (without giving effect to any adjustment thereof pursuant to this subsection), multiplied by (y) the Fair Market Value of each such Warrant Share so receivable upon such exercise

minus

                    (ii) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof) which such Holder would be entitled to receive upon exercise of such Warrant for the number of Warrant Shares designated in such conversion notice (without giving effect to any adjustment thereof pursuant to this subsection), multiplied by (y) the Exercise Price

divided by

                    (iii) the Fair Market Value per Warrant Share.

          2.2 Immediate Vesting. This Warrant shall be exercisable with respect to Warrant Shares immediately upon its issuance.

          2.3 Delivery of Stock Certificates on Exercise. As soon as practicable after the exercise of this Warrant, and in any event within four (4) business days thereafter, the Company, at its expense, and in accordance with applicable securities laws, will cause to be issued in the name of and delivered to the Holder, or as the Holder may direct (subject in all cases, to the provisions of Section 8 hereof), a certificate or certificates for the number of Warrant Shares purchased by the Holder on such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the Fair Market Value.

          2.4 Shares To Be Fully Paid and Nonassessable. All Warrant Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable, free of all

liens, taxes, charges and other encumbrances or restrictions on sale (other than those set forth herein).

          2.5 Fractional Shares. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant. With respect to any fraction of a share of Common Stock called for upon any exercise hereof, the Company shall make a cash payment to the Holder as set forth in Section 2.3 hereof.

          2.6 Issuance of New Warrants; Company Acknowledgment. Upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, in any event within ten (10) business days, issue and deliver to the Holder a new warrant or warrants of like tenor, registered in the name of the Holder, exercisable, in the aggregate, for the balance of the Warrant Shares. Moreover, the Company shall, at the time of any exercise of this Warrant, upon the request of the Holder, acknowledge in writing its continuing obligation to afford to the Holder any rights to which the Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant; provided, however, that if the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to the Holder any such rights.

          2.7 Payment of Taxes and Expenses. The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (i) any Warrant Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s name or the name of any transferee of all or any portion of this Warrant.

     3. Payment of Exercise Price. The Exercise Price for the Warrant Shares being purchased may be paid (i) in cash, by certified check or by wire transfer to an account designated in writing by the Company, (ii) by the Holder surrendering a number of Warrant Shares having a Fair Market Value on the date of exercise equal to, greater than (but only if by a fractional share) or less than the required aggregate Exercise Price, in which case the Holder shall receive the number of Warrant Shares to which it would otherwise be entitled upon such exercise, less the surrendered shares, or (iii) any combination of the methods described in the foregoing clauses (i) and (ii).

     4. Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time upon the happening of certain events as follows:

          4.1 Subdivision or Combination of Stock. If at any time or from time to time after the date hereof, the Company shall subdivide (by way of stock dividend, stock split or otherwise) its outstanding shares of Common Stock, the Exercise Price in effect immediately prior to such subdivision shall be reduced proportionately and the number of Warrant Shares (calculated to the nearest whole share) shall be increased proportionately such that the number of Warrant Shares immediately after such subdivision shall constitute the same percentage of Common Stock (calculated on a fully diluted basis) as the Warrant Shares had represented immediately preceding the subdivision, and conversely, in the event the outstanding shares of Common Stock shall be combined (whether by stock combination, reverse stock split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such

combination shall be increased proportionately and the number of Warrant Shares (calculated to the nearest whole share) shall be reduced proportionately such that the number of Warrant Shares immediately after such combination shall constitute the same percentage of Common Stock (calculated on a fully diluted basis) as the Warrant Shares had represented immediately preceding the combination. The Exercise Price and the number of Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 4.1.

          4.2 Adjustment for Stock Dividends. If at any time after the date hereof, the Company shall declare a dividend or make any other distribution upon any class or series of stock of the Company payable in shares of Common Stock or securities convertible into shares of Common Stock, the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately to reflect the issuance of any shares of Common Stock or convertible securities, as the case may be, issuable in payment of such dividend or distribution. The Exercise Price and the number of Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 4.2.

          4.3 Adjustments for Reclassifications. If the Common Stock issuable upon the conversion of this Warrant shall be changed into the same or a different number of shares of any class(es) or series of stock, whether by reclassification or otherwise (other than an adjustment under Sections 4.1 and 4.2 or a merger, consolidation, or sale of assets provided for under Section 4.4), then and in each such event, the Holder hereof shall have the right thereafter to convert each Warrant Share into the kind and amount of shares of stock and other securities and property receivable upon such reclassification, or other change by holders of the number of shares of Common Stock into which such Warrant Shares would have been convertible immediately prior to such reclassification or change, all subject to successive adjustments thereafter from time to time pursuant to and in accordance with, the provisions of this Section 4.

          4.4 Adjustments for Merger or Consolidation. In the event that, at any time or from time to time after the date hereof, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, (c) sell or transfer all or substantially all of its properties or assets, or (d) sell or transfer more than 50% of the voting capital stock of the Company (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other person under any plan or arrangement contemplating the consolidation or merger, sale or transfer, or dissolution of the Company, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2.1 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the stock and property (including cash) to which the Holder would have been entitled upon the consummation of such consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Company for the purposes of determining the amount available for distribution), all subject to successive

adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.

          4.5 Adjustments for Issuances Below Conversion Price. In the event that, at any time or from time to time after the date hereof, the Company shall issue Common Stock or securities convertible, directly or indirectly, into Common Stock at a price, conversion price or exercise price (as the case may be, assuming ultimate conversion of such security into Common Stock) less than the Exercise Price then in effect hereunder, then the Exercise Price for the Warrant Shares shall be reduced to such lower price relating to such issuance; provided, however, that the Exercise Price for the Warrant Shares shall not be reduced upon the issuance of: (i) options to purchase Common Stock or Common Stock issued or issuable upon the exercise of options to purchase Common Stock issued pursuant to a stock option plan approved by the Board of Directors; or (ii) pursuant to any dividend payable in Common Stock for which appropriate adjustment is made.

          4.6 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any such transfer) referred to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of Common Stock and other securities and property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such Common Stock or other securities, including, in the case of any such transfer, the Person acquiring all or substantially all of the properties or assets or more than 50% of the voting capital stock of the Company (whether issued and outstanding, newly issued or from treasury or any combination thereof), whether or not such Person shall have expressly assumed the terms of this Warrant.

          4.7 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Exercise Price and number of Warrant Shares pursuant to this Section 4, this Warrant shall, without any action on the part of the Holder, be adjusted in accordance with this Section 4, and the Company, at its expense, promptly shall compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company will forthwith send a copy of each such certificate to the Holder in accordance with Section 10.4 below.

     5. Registration Rights. The Warrant Shares shall be entitled to registration rights and all other rights as applicable to such shares in accordance with that certain Registration Rights Agreement, as defined in the Securities Purchase Agreement, as the same may be amended from time to time.

     6. Notices of Record Date. Upon (a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary

dissolution, liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any combination thereof), the Company shall mail to the Holder at least ten (10) business days, or such longer period as may be required by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option or right and a description of such dividend, distribution, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

     7. Exchange of Warrant. Subject to the provisions of Section 8 hereof (if and to the extent applicable), this Warrant shall be exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for new warrants of like tenor, each registered in the name of the Holder or in the name of such other persons as the Holder may direct (upon payment by the Holder of any applicable transfer taxes). Each of such new warrants shall be exercisable for such number of Warrant Shares as the Holder shall direct, provided that all of such new warrants shall represent, in the aggregate, the right to purchase the same number of Warrant Shares and cash, securities or other property, if any, which may be purchased by the Holder upon exercise of this Warrant at the time of its surrender.

     8. Transfer Provisions, etc.

          8.1 Legends. Each certificate representing any Warrant Shares issued upon exercise of this Warrant, and of any shares of Common Stock into which such Warrant Shares may be converted, shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT.”

          8.2 Mechanics of Transfer.

               (a) Any transfer of all or any portion of this Warrant (and the Warrant Shares), or of any interest herein or therein, that is otherwise in compliance with applicable law shall be effected by surrendering this Warrant to the Company at its principal office, together with a duly executed form of assignment, in the form attached hereto. In the event of any such transfer of this Warrant, the Company shall issue a new warrant or warrants of like tenor to the transferee(s), representing, in the aggregate, the right to purchase the same number of Warrant Shares and cash, securities or other property, if any, which may be purchased by the Holder upon exercise of this Warrant at the time of its surrender.

               (b) In the event of any transfer of all or any portion of this Warrant in accordance with Section 8.2(a) above, the Company shall issue (i) a new warrant of like tenor to the transferee, representing the right to purchase the number of Warrant Shares, and cash, securities or other property, if any, which were purchasable by the Holder of the transferred portion of this Warrant, and (ii) a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares, and cash, securities or other property, if any, purchasable by the Holder of the un-transferred portion of this Warrant. Until this Warrant or any portion thereof is transferred on the books of the Company, the Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

          8.3 Restrictions on Transferability of Securities.

               (a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the “Securities”) shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section.

               (b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such Holder agrees not to make any disposition of all or any portion of the Securities unless and until (X) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition, and if reasonably requested by the Company, such holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original holder hereunder.

          8.4 Warrant Register. The Company shall keep at its principal office a register for the registration, and registration of transfers, of the Warrants. The name and address of each Holder of one or more of the Warrants, each transfer thereof and the name and address of each transferee of one or more of the Warrants shall be registered in such register. The Company shall give to any Holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of the Warrants.

     9. Lost, Stolen or Destroyed Warrant. Upon receipt by the Company of evidence satisfactory to it of loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of a customary affidavit of the Holder and indemnity agreement, or, in the case of mutilation, upon surrender of this Warrant, the Company at its expense will

execute and deliver, or will instruct its transfer agent to execute and deliver, a new Warrant of like tenor and date, and any such lost, stolen or destroyed Warrant thereupon shall become void.

     10. General.

          10.1 Authorized Shares, Reservation of Shares for Issuance. At all times while this Warrant is outstanding, the Company shall maintain its corporate authority to issue, and shall have authorized and reserved for issuance upon exercise of this Warrant, such number of shares of Common Stock, any other capital stock or other securities as shall be sufficient to perform its obligations under this Warrant (after giving effect to any and all adjustments to the number and kind of Warrant Shares purchasable upon exercise of this Warrant).

          10.2 No Impairment. The Company will not, by amendment of its Restated Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, sale or other transfer of any of its assets or properties, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith carry out all such terms and take such action as may be necessary or appropriate in order to protect the rights of the Holder hereunder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor on such exercise, and (b) will take all action that may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

          10.3 No Rights as Stockholder. The Holder shall not be entitled to vote or to receive dividends or to be deemed the holder of Common Stock that may at any time be issuable upon exercise of this Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the Holder any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings (except to the extent otherwise provided in this Warrant), or to receive dividends or subscription rights, until the Holder shall have exercised this Warrant and been issued Warrant Shares in accordance with the provisions hereof.

          10.4 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been given if personally delivered or delivered by overnight courier or mailed by first-class registered or certified mail, postage prepaid, return receipt requested, or sent by fax machine, addressed as follows:

               (a) if to the Company at:

TRM Corporation
5208 N.E. 122^nd Avenue
Portland, OR 97230
Attention: Richard Stern
Fax: (215) 832-0078

                    with copies to:

Ledgewood
1900 Market St., Suite 750
Philadelphia, PA 19103
Attention: Lisa A. Ernst, Esq.
Fax: (215) 735-2513

               (b) if to the Holder, at the Holder’s address appearing in the books maintained by the Company.

     11. Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The terms of this Warrant may be amended, modified or waived only with the written consent of the Company and the Holder.

     12. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, as such laws are applied to contracts entered into and wholly to be performed within the State of New York and without giving effect to any principles of conflicts or choice of law that would result in the application of the laws of any other jurisdiction.

     13. Covenants To Bind Successor and Assigns. All covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

     14. Severability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     15. Construction. The definitions of this Warrant shall apply equally to both the singular and the plural forms of the terms defined. Wherever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The section and paragraph headings used herein are for convenience of reference only, are not part of this

Warrant and are not to affect the construction of or be taken into consideration in interpreting this Warrant.

     16. Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any action or proceeding brought to enforce any provision of this Warrant or where any provision hereof is validly asserted as a defense, the successful party to such action or proceeding shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

[signature page follows]

     In Witness Whereof, the Company has executed this Common Stock Purchase Warrant as of the date first set forth above.

COMPANY: TRM CORPORATION
By:	/s/ Richard Stern
	Name:	Richard Stern
	Title:	President & CEO

[Signature Page To Common Stock Purchase Warrant]

NOTICE AND
SUBSCRIPTION

To:	TRM CORPORATION.	Date:
	5208 N.E. 122nd Avenue
	Portland, OR 97230

     The undersigned hereby irrevocably elects to exercise the right of purchase represented by the attached Warrant for, and to exercise thereunder,                      shares of Common Stock, of TRM Corporation, an Oregon corporation, and tenders herewith payment of $                    , representing the aggregate purchase price for such shares based on the price per share provided for in such Warrant. Such payment is being made in accordance with Section 2.1(a) of the attached Warrant.

     Please issue a certificate or certificates for such shares of Common Stock in the following name or names and denominations and deliver such certificate or certificates to the person or persons listed below at their respective addresses set forth below:

     If said number of shares of Common Stock shall not be all the shares of Common Stock issuable upon exercise of the attached Warrant, a new Warrant is to be issued in the name of the undersigned for the balance remaining of such shares of Common Stock less any fraction of a share of Common Stock paid in cash.

Dated:                     , ___
	Signature

The undersigned TRM Corporation hereby acknowledges receipt of this Notice and Subscription and authorizes issuance of the shares of Common Stock described above.

TRM Corporation

By:

Title:

Date:

FORM OF ASSIGNMENT

(To be executed upon assignment of Warrant)

     For value received,                                                hereby sells, assigns and transfers unto                      the attached Warrant [___% of the attached Warrant], together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                      attorney to transfer said Warrant [said percentage of said Warrant] on the books of TRM Corporation, an Oregon corporation, with full power of substitution in the premises.

     If not all of the attached Warrant is to be so transferred, a new Warrant is to be issued in the name of the undersigned for the balance of said Warrant.

     The undersigned hereby agrees that it will not sell, assign, or transfer the right, title and interest in and to the Warrant unless applicable federal and state securities laws have been complied with.

Dated:                     , ___
	Signature

FORM OF CONVERSION NOTICE

To:	TRM CORPORATION	Date:
	5208 N.E. 122nd Avenue
	Portland, OR 97230

The undersigned registered holder of the attached Warrant hereby irrevocably converts such Warrants with respect to                     1 Warrant Shares which such holder would be entitled to receive upon the exercise hereof, and requests that the certificates for such shares be issued in the name of, and delivered to                     , whose address is as follows:

Such conversion is being made in accordance with Section 2.1(b) of the attached Warrant. The undersigned hereby represents and warrants as follows:

     (a) the undersigned is acquiring such shares of Common Stock for its own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act; and

     (b) the undersigned is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring the Warrant or such shares of Common Stock. The undersigned’s financial condition is such that it is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company.

     Dated:                                        

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City)       (State)      (Zip Code)

     The undersigned TRM Corporation hereby acknowledges receipt of this Conversion Notice and authorizes issuance of the shares of Common Stock described above.

TRM Corporation

By:

Title:

Date:

1 Insert here the number of Warrant Shares into which the Warrant is convertible (or, in the case of a partial conversion, the number of Warrant Shares as to which the Warrants evidenced by this Warrant Certificate are then being converted). In the case of a partial conversion, a new Warrant Certificate will be issued and delivered, representing the unconverted portion of the Warrants, to the holder surrendering this Warrant Certificate.

EX-4.11

Exhibit 4.11

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD OR TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE SAID ACT AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.

Issued: April 18, 2008 to LC Capital Master Fund, Ltd.
10% Assigned to Cadence Special Holdings II, LLC: May 30, 2008

TRM CORPORATION

COMMON STOCK PURCHASE WARRANT

Void after April 18, 2015

     This Warrant (the “Warrant”) entitles Cadence Special Holdings II, LLC (including any successors or assigns, the “Holder”), for value received, to purchase from TRM Corporation, an Oregon corporation, at any time and from time to time, subject to the terms and conditions set forth herein, during the period starting from 5:00 a.m., Eastern Time, on the Initial Exercise Date (as defined in Section 1 below) to 5:00 p.m., Eastern Time, on the Expiration Date (as defined in Section 1 below) at which time this Warrant shall expire and become void, all or any portion of the Warrant Shares at the Exercise Price (as defined in Section 1 below). This Warrant also is subject to the following terms and conditions:

     1. Definitions. As used in this Warrant, the following terms shall have the respective meanings set forth below or elsewhere in this Warrant as referred to below:

     “Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a Person, as such terms are used and construed under Rule 144, and any Person (or group of Persons) who share(s) voting or investment power or is (are) deemed a beneficial owner(s), as such terms are used and construed under Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, including, without limitation, any Person that serves as a general partner and/or investment adviser or in a similar capacity of a Person.

     “Common Stock” means the common stock, no par value per share, of the Company (including any securities into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event).

     “Company” means TRM Corporation, an Oregon corporation.

     “Exercise Price” means $0.28 per share of Common Stock, as applicable and as adjusted from time to time pursuant to the terms of this Warrant.

     “Expiration Date” means April 18, 2015.

     “Fair Market Value” shall mean (i) if the Common Stock is traded on NASDAQ or any other national securities exchange, then the last reported sale price per share of Common Stock on The NASDAQ Stock Market or such other national securities exchange in which such Common Stock is quoted or listed, as the case may be, on the date immediately preceding each date the Warrant is exercised or, if no such sale price is reported on such date, such price on the next preceding business day in which such price was reported, (ii) if the Common Stock is traded over-the-counter with an average weekly trading volume as reported on the Pink Sheets of not less than 250,000 shares for each of the four full trading weeks ending on the trading day immediately preceding the date the Warrant is exercised, then the average of the closing bid and asked prices over the five (5) trading days ended on the trading day immediately preceding each date the Warrant is exercised or (iii) if such Common Stock is not traded, quoted or listed on The NASDAQ Stock Market or any national securities exchange or the over-the-counter market, then the fair market value of a share of Common Stock, as determined in good faith by the Board of Directors of the Company in a manner consistent with the Board of Directors’ past valuation practices.

     “Holder” has the meaning set forth in the preamble of this Warrant.

     “Initial Exercise Date” means the date hereof.

     “Person” (whether or not capitalized) means an individual, entity, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

     “SEC” means the Securities and Exchange Commission

     “Securities Purchase Agreement” means that certain Securities Purchase Agreement dated April 18, 2008, among the Company, the respective Purchasers party thereto and Lampe, Conway & Co., LLC, as Administrative Agent and Collateral Agent for the Purchasers.

     “Warrant Shares” means an aggregate of 1,250,000 shares of Common Stock, which amount shall be adjusted to give effect to all adjustments thereto provided for herein.

     2. Exercise of Warrant.

          2.1 Method of Exercise; Payment.

               (a) Cash Exercise. Subject to all of the terms and conditions hereof, this Warrant may be exercised, in whole or in part, with respect to any Warrant Shares, at any time and from time to time during the period commencing on the Initial Exercise Date and ending at 5:00 p.m., Eastern Time, on the Expiration Date, by surrender of this Warrant to the Company at its principal office, accompanied by a subscription substantially in the form attached hereto, executed by the Holder and accompanied by (a) wire transfer of immediately available

funds or (b) certified or official bank check payable to the order of the Company, in each case in the amount obtained by multiplying (i) the number of Warrant Shares for which the Warrant is being exercised, as designated in such subscription, by (ii) the Exercise Price. Thereupon, the Holder shall be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares determined as provided for herein.

               (b) Cashless Exercise/Conversion. Subject to all of the terms and conditions hereof, the Holder shall have the right to convert this Warrant, in whole or in part, with respect to any Warrant Shares, at any time and from time to time during the period commencing on the Initial Exercise Date and ending at 5:00 p.m., Eastern Time, on the Expiration Date, by surrender of this Warrant to the Company at its principal office, accompanied by a conversion notice substantially in the form attached hereto, executed by the Holder. Thereupon, the Holder shall be entitled to receive a number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares equal to:

                    (i) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof) which such Holder would be entitled to receive upon exercise of such Warrant for the number of Warrant Shares designated in such conversion notice (without giving effect to any adjustment thereof pursuant to this subsection), multiplied by (y) the Fair Market Value of each such Warrant Share so receivable upon such exercise

minus

                    (ii) the number of Warrant Shares (subject to adjustment as provided in Section 3 hereof) which such Holder would be entitled to receive upon exercise of such Warrant for the number of Warrant Shares designated in such conversion notice (without giving effect to any adjustment thereof pursuant to this subsection), multiplied by (y) the Exercise Price

divided by

                    (iii) the Fair Market Value per Warrant Share.

          2.2 Immediate Vesting. This Warrant shall be exercisable with respect to Warrant Shares immediately upon its issuance.

          2.3 Delivery of Stock Certificates on Exercise. As soon as practicable after the exercise of this Warrant, and in any event within four (4) business days thereafter, the Company, at its expense, and in accordance with applicable securities laws, will cause to be issued in the name of and delivered to the Holder, or as the Holder may direct (subject in all cases, to the provisions of Section 8 hereof), a certificate or certificates for the number of Warrant Shares purchased by the Holder on such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the Fair Market Value.

          2.4 Shares To Be Fully Paid and Nonassessable. All Warrant Shares issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable, free of all

liens, taxes, charges and other encumbrances or restrictions on sale (other than those set forth herein).

          2.5 Fractional Shares. No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant. With respect to any fraction of a share of Common Stock called for upon any exercise hereof, the Company shall make a cash payment to the Holder as set forth in Section 2.3 hereof.

          2.6 Issuance of New Warrants; Company Acknowledgment. Upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, in any event within ten (10) business days, issue and deliver to the Holder a new warrant or warrants of like tenor, registered in the name of the Holder, exercisable, in the aggregate, for the balance of the Warrant Shares. Moreover, the Company shall, at the time of any exercise of this Warrant, upon the request of the Holder, acknowledge in writing its continuing obligation to afford to the Holder any rights to which the Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant; provided, however, that if the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to the Holder any such rights.

          2.7 Payment of Taxes and Expenses. The Company shall pay any recording, filing, stamp or similar tax which may be payable in respect of any transfer involved in the issuance of, and the preparation and delivery of certificates (if applicable) representing, (i) any Warrant Shares purchased upon exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s name or the name of any transferee of all or any portion of this Warrant.

     3. Payment of Exercise Price. The Exercise Price for the Warrant Shares being purchased may be paid (i) in cash, by certified check or by wire transfer to an account designated in writing by the Company, (ii) by the Holder surrendering a number of Warrant Shares having a Fair Market Value on the date of exercise equal to, greater than (but only if by a fractional share) or less than the required aggregate Exercise Price, in which case the Holder shall receive the number of Warrant Shares to which it would otherwise be entitled upon such exercise, less the surrendered shares, or (iii) any combination of the methods described in the foregoing clauses (i) and (ii).

     4. Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time upon the happening of certain events as follows:

          4.1 Subdivision or Combination of Stock. If at any time or from time to time after the date hereof, the Company shall subdivide (by way of stock dividend, stock split or otherwise) its outstanding shares of Common Stock, the Exercise Price in effect immediately prior to such subdivision shall be reduced proportionately and the number of Warrant Shares (calculated to the nearest whole share) shall be increased proportionately such that the number of Warrant Shares immediately after such subdivision shall constitute the same percentage of Common Stock (calculated on a fully diluted basis) as the Warrant Shares had represented immediately preceding the subdivision, and conversely, in the event the outstanding shares of Common Stock shall be combined (whether by stock combination, reverse stock split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such

combination shall be increased proportionately and the number of Warrant Shares (calculated to the nearest whole share) shall be reduced proportionately such that the number of Warrant Shares immediately after such combination shall constitute the same percentage of Common Stock (calculated on a fully diluted basis) as the Warrant Shares had represented immediately preceding the combination. The Exercise Price and the number of Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 4.1.

          4.2 Adjustment for Stock Dividends. If at any time after the date hereof, the Company shall declare a dividend or make any other distribution upon any class or series of stock of the Company payable in shares of Common Stock or securities convertible into shares of Common Stock, the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately to reflect the issuance of any shares of Common Stock or convertible securities, as the case may be, issuable in payment of such dividend or distribution. The Exercise Price and the number of Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 4.2.

          4.3 Adjustments for Reclassifications. If the Common Stock issuable upon the conversion of this Warrant shall be changed into the same or a different number of shares of any class(es) or series of stock, whether by reclassification or otherwise (other than an adjustment under Sections 4.1 and 4.2 or a merger, consolidation, or sale of assets provided for under Section 4.4), then and in each such event, the Holder hereof shall have the right thereafter to convert each Warrant Share into the kind and amount of shares of stock and other securities and property receivable upon such reclassification, or other change by holders of the number of shares of Common Stock into which such Warrant Shares would have been convertible immediately prior to such reclassification or change, all subject to successive adjustments thereafter from time to time pursuant to and in accordance with, the provisions of this Section 4.

          4.4 Adjustments for Merger or Consolidation. In the event that, at any time or from time to time after the date hereof, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, (c) sell or transfer all or substantially all of its properties or assets, or (d) sell or transfer more than 50% of the voting capital stock of the Company (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other person under any plan or arrangement contemplating the consolidation or merger, sale or transfer, or dissolution of the Company, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2.1 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the stock and property (including cash) to which the Holder would have been entitled upon the consummation of such consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Company for the purposes of determining the amount available for distribution), all subject to successive

adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.

          4.5 Adjustments for Issuances Below Conversion Price. In the event that, at any time or from time to time after the date hereof, the Company shall issue Common Stock or securities convertible, directly or indirectly, into Common Stock at a price, conversion price or exercise price (as the case may be, assuming ultimate conversion of such security into Common Stock) less than the Exercise Price then in effect hereunder, then the Exercise Price for the Warrant Shares shall be reduced to such lower price relating to such issuance; provided, however, that the Exercise Price for the Warrant Shares shall not be reduced upon the issuance of: (i) options to purchase Common Stock or Common Stock issued or issuable upon the exercise of options to purchase Common Stock issued pursuant to a stock option plan approved by the Board of Directors; or (ii) pursuant to any dividend payable in Common Stock for which appropriate adjustment is made.

          4.6 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any such transfer) referred to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of Common Stock and other securities and property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such Common Stock or other securities, including, in the case of any such transfer, the Person acquiring all or substantially all of the properties or assets or more than 50% of the voting capital stock of the Company (whether issued and outstanding, newly issued or from treasury or any combination thereof), whether or not such Person shall have expressly assumed the terms of this Warrant.

          4.7 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Exercise Price and number of Warrant Shares pursuant to this Section 4, this Warrant shall, without any action on the part of the Holder, be adjusted in accordance with this Section 4, and the Company, at its expense, promptly shall compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Company will forthwith send a copy of each such certificate to the Holder in accordance with Section 10.4 below.

     5. Registration Rights. The Warrant Shares shall be entitled to registration rights and all other rights as applicable to such shares in accordance with that certain Registration Rights Agreement, as defined in the Securities Purchase Agreement, as the same may be amended from time to time.

     6. Notices of Record Date. Upon (a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary

dissolution, liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any combination thereof), the Company shall mail to the Holder at least ten (10) business days, or such longer period as may be required by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option or right and a description of such dividend, distribution, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

     7. Exchange of Warrant. Subject to the provisions of Section 8 hereof (if and to the extent applicable), this Warrant shall be exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for new warrants of like tenor, each registered in the name of the Holder or in the name of such other persons as the Holder may direct (upon payment by the Holder of any applicable transfer taxes). Each of such new warrants shall be exercisable for such number of Warrant Shares as the Holder shall direct, provided that all of such new warrants shall represent, in the aggregate, the right to purchase the same number of Warrant Shares and cash, securities or other property, if any, which may be purchased by the Holder upon exercise of this Warrant at the time of its surrender.

     8. Transfer Provisions, etc.

          8.1 Legends. Each certificate representing any Warrant Shares issued upon exercise of this Warrant, and of any shares of Common Stock into which such Warrant Shares may be converted, shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER SAID ACT.”

          8.2 Mechanics of Transfer.

               (a) Any transfer of all or any portion of this Warrant (and the Warrant Shares), or of any interest herein or therein, that is otherwise in compliance with applicable law shall be effected by surrendering this Warrant to the Company at its principal office, together with a duly executed form of assignment, in the form attached hereto. In the event of any such transfer of this Warrant, the Company shall issue a new warrant or warrants of like tenor to the transferee(s), representing, in the aggregate, the right to purchase the same number of Warrant Shares and cash, securities or other property, if any, which may be purchased by the Holder upon exercise of this Warrant at the time of its surrender.

               (b) In the event of any transfer of all or any portion of this Warrant in accordance with Section 8.2(a) above, the Company shall issue (i) a new warrant of like tenor to the transferee, representing the right to purchase the number of Warrant Shares, and cash, securities or other property, if any, which were purchasable by the Holder of the transferred portion of this Warrant, and (ii) a new warrant of like tenor to the Holder, representing the right to purchase the number of Warrant Shares, and cash, securities or other property, if any, purchasable by the Holder of the un-transferred portion of this Warrant. Until this Warrant or any portion thereof is transferred on the books of the Company, the Company may treat the Holder as the absolute holder of this Warrant and all right, title and interest therein for all purposes, notwithstanding any notice to the contrary.

          8.3 Restrictions on Transferability of Securities.

               (a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant (the “Securities”) shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section.

               (b) Each Holder agrees to comply in all respects with the provisions of this Warrant. Such Holder agrees not to make any disposition of all or any portion of the Securities unless and until (X) there is then in effect a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition, and if reasonably requested by the Company, such holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, no registration statement or opinion of counsel shall be necessary for a transfer by a Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144 (or any successor provision) of the Securities Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the case of (i), (ii) or (iii), the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original holder hereunder.

          8.4 Warrant Register. The Company shall keep at its principal office a register for the registration, and registration of transfers, of the Warrants. The name and address of each Holder of one or more of the Warrants, each transfer thereof and the name and address of each transferee of one or more of the Warrants shall be registered in such register. The Company shall give to any Holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of the Warrants.

     9. Lost, Stolen or Destroyed Warrant. Upon receipt by the Company of evidence satisfactory to it of loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of a customary affidavit of the Holder and indemnity agreement, or, in the case of mutilation, upon surrender of this Warrant, the Company at its expense will

execute and deliver, or will instruct its transfer agent to execute and deliver, a new Warrant of like tenor and date, and any such lost, stolen or destroyed Warrant thereupon shall become void.

     10. General.

          10.1 Authorized Shares, Reservation of Shares for Issuance. At all times while this Warrant is outstanding, the Company shall maintain its corporate authority to issue, and shall have authorized and reserved for issuance upon exercise of this Warrant, such number of shares of Common Stock, any other capital stock or other securities as shall be sufficient to perform its obligations under this Warrant (after giving effect to any and all adjustments to the number and kind of Warrant Shares purchasable upon exercise of this Warrant).

          10.2 No Impairment. The Company will not, by amendment of its Restated Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, sale or other transfer of any of its assets or properties, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith carry out all such terms and take such action as may be necessary or appropriate in order to protect the rights of the Holder hereunder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor on such exercise, and (b) will take all action that may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

          10.3 No Rights as Stockholder. The Holder shall not be entitled to vote or to receive dividends or to be deemed the holder of Common Stock that may at any time be issuable upon exercise of this Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the Holder any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings (except to the extent otherwise provided in this Warrant), or to receive dividends or subscription rights, until the Holder shall have exercised this Warrant and been issued Warrant Shares in accordance with the provisions hereof.

          10.4 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been given if personally delivered or delivered by overnight courier or mailed by first-class registered or certified mail, postage prepaid, return receipt requested, or sent by fax machine, addressed as follows:

               (a) if to the Company at:

TRM Corporation
5208 N.E. 122^nd Avenue
Portland, OR 97230
Attention: Richard Stern
Fax: (215) 832-0078

with copies to:

Ledgewood
1900 Market St., Suite 750
Philadelphia, PA 19103
Attention: Lisa A. Ernst, Esq.
Fax: (215) 735-2513

               (b) if to the Holder, at the Holder’s address appearing in the books maintained by the Company.

     11. Amendment and Waiver. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The terms of this Warrant may be amended, modified or waived only with the written consent of the Company and the Holder.

     12. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, as such laws are applied to contracts entered into and wholly to be performed within the State of New York and without giving effect to any principles of conflicts or choice of law that would result in the application of the laws of any other jurisdiction.

     13. Covenants To Bind Successor and Assigns. All covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

     14. Severability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     15. Construction. The definitions of this Warrant shall apply equally to both the singular and the plural forms of the terms defined. Wherever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The section and paragraph headings used herein are for convenience of reference only, are not part of this

Warrant and are not to affect the construction of or be taken into consideration in interpreting this Warrant.

     16. Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. In any action or proceeding brought to enforce any provision of this Warrant or where any provision hereof is validly asserted as a defense, the successful party to such action or proceeding shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

[signature page follows]

     In Witness Whereof, the Company has executed this Common Stock Purchase Warrant as of the date first set forth above.

COMPANY: TRM CORPORATION
By:	/s/ Richard Stern
	Name:	Richard Stern
	Title:	President & CEO

[Signature Page To Common Stock Purchase Warrant]

NOTICE AND
SUBSCRIPTION

To:	TRM CORPORATION.	Date:
	5208 N.E. 122nd Avenue
	Portland, OR 97230

     The undersigned hereby irrevocably elects to exercise the right of purchase represented by the attached Warrant for, and to exercise thereunder,                      shares of Common Stock, of TRM Corporation, an Oregon corporation, and tenders herewith payment of $                    , representing the aggregate purchase price for such shares based on the price per share provided for in such Warrant. Such payment is being made in accordance with Section 2.1(a) of the attached Warrant.

     Please issue a certificate or certificates for such shares of Common Stock in the following name or names and denominations and deliver such certificate or certificates to the person or persons listed below at their respective addresses set forth below:

     If said number of shares of Common Stock shall not be all the shares of Common Stock issuable upon exercise of the attached Warrant, a new Warrant is to be issued in the name of the undersigned for the balance remaining of such shares of Common Stock less any fraction of a share of Common Stock paid in cash.

Dated:                     , ___
	Signature

The undersigned TRM Corporation hereby acknowledges receipt of this Notice and Subscription and authorizes issuance of the shares of Common Stock described above.

TRM Corporation

By:

Title:

Date:

FORM OF ASSIGNMENT

(To be executed upon assignment of Warrant)

     For value received,                                          hereby sells, assigns and transfers unto                      the attached Warrant [___% of the attached Warrant], together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                      attorney to transfer said Warrant [said percentage of said Warrant] on the books of TRM Corporation, an Oregon corporation, with full power of substitution in the premises.

     If not all of the attached Warrant is to be so transferred, a new Warrant is to be issued in the name of the undersigned for the balance of said Warrant.

     The undersigned hereby agrees that it will not sell, assign, or transfer the right, title and interest in and to the Warrant unless applicable federal and state securities laws have been complied with.

Dated:                     , ___
	Signature

FORM OF CONVERSION NOTICE

To:	TRM CORPORATION	Date:
	5208 N.E. 122nd Avenue
	Portland, OR 97230

     The undersigned registered holder of the attached Warrant hereby irrevocably converts such Warrants with respect to                     1 Warrant Shares which such holder would be entitled to receive upon the exercise hereof, and requests that the certificates for such shares be issued in the name of, and delivered to                     , whose address is as follows:

Such conversion is being made in accordance with Section 2.1(b) of the attached Warrant. The undersigned hereby represents and warrants as follows:

     (a) the undersigned is acquiring such shares of Common Stock for its own account for investment and not for resale or with a view to distribution thereof in violation of the Securities Act; and

     (b) the undersigned is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and was not organized for the purpose of acquiring the Warrant or such shares of Common Stock. The undersigned’s financial condition is such that it is able to bear the risk of holding such securities for an indefinite period of time and the risk of loss of its entire investment. The undersigned has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company.

Dated:                                        

(Signature must conform in all respects to name of holder as specified on the face of Warrant)

(Street Address)

(City)       (State)       (Zip Code)

     The undersigned TRM Corporation hereby acknowledges receipt of this Conversion Notice and authorizes issuance of the shares of Common Stock described above.

1 Insert here the number of Warrant Shares into which the Warrant is convertible (or, in the case of a partial conversion, the number of Warrant Shares as to which the Warrants evidenced by this Warrant Certificate are then being converted). In the case of a partial conversion, a new Warrant Certificate will be issued and delivered, representing the unconverted portion of the Warrants, to the holder surrendering this Warrant Certificate.

TRM Corporation

By:

Title:

Date:

EX-10.1

Exhibit 10.1

LEASE AGREEMENT

LANDLORD and TENANT agree to lease the premises for the term, at the rent stated herein, and subject to the following terms and conditions (“LANDLORD” and “TENANT” include all landlords and all tenants under this Lease):

	DATE OF LEASE:       January 9, 2008
LANDLORD:	1101 ASSOCIATES, LP
c/o:	Needleman Management Company, Inc.
	1060 North Kings Highway; Suite 250
	Cherry Hill, NJ 08034
TENANT:	TRM CORPORATION
	1521 Locust Street, Suite 200
	Philadelphia, PA 19102
BUILDING:	1101 North Kings Highway; Cherry Hill, NJ; 08034
LEASED PREMISES:	SUITE: G100       SIZE: 3000 SF

TERM: Thirty-eight (38) months	SECURITY DEPOSIT:	$	3750
Proposed commencement: 03/01/2008	% OF BUILDING:		07.00
Proposed termination: 04/30/2011	BASE YEAR:		2008

RENT FOR THE TERM IS:       $141,756.00

     Rent is payable in advance on the first day of each month as follows:

03/01/2008-04/30/2008:	No rent due
05/01/2008-04/30/2009:	$45,000/year; $3750/month
05/01/2009-04/30/2010:	$47,256/year; $3938/month
05/01/2010-04/30/2011:	$49,500/year; $4125/month

JANITORIAL SERVICES ARE INCLUDED IN BASE RENT.
UTILITY USE CHARGES ARE INCLUDED IN BASE RENT.
SEE SECTION 32 FOR OPTION TERMS.

PLEASE MAKE CHECKS PAYABLE TO:	1101 ASSOCIATES, LP
FORWARD TO:	Needleman Management Company, Inc.
	1060 North Kings Highway; Suite 250
	Cherry Hill, NJ 08034

LIABILITY INSURANCE:	Minimum amount for each person injured:	$	1,000,000
	Minimum amount for any accident:	$	1,000,000
	Minimum amount for property damage:	$	1,000,000

BROKER:	Landlord and Tenant recognize MARKEIM-CHALMERS, INC. as the Broker who brought about this Lease.
USE OF RENTAL SPACE:	Business office with ancillary use.

1. ADDITIONAL RENT. As additional rent, Tenant to pay pro rata share (07.00%) of increases over the Base Year (2008) of real estate and related taxes, and the aggregate cost of maintaining and operating the Building and its common areas.

Costs of operating and maintaining the Building will include by way of example rather than limitation, costs of snow and ice removal; maintenance of elevator and elevator equipment if applicable, and parking lot and lighting equipment; cleaning and trash removal; repair and maintenance of storm and sewer system; electricity used in common areas, where applicable; repainting and maintenance of signs and light standards; exterior painting, landscaping, materials and services; management fees; and, insurance (general liability, loss of rent, fire and additional hazard insurance, and other insurance as Landlord deems necessary) which benefit all tenants in the Building. Notwithstanding the foregoing, costs of maintaining and operating the Building will exclude capital improvements, leasing improvements, and tenant improvement work. The first billing for any of these escalation costs will be presented for payment in early 2010 and will be calculated by taking 2009 expenses in excess of the 2008 Base Year Expenses. Sums billed under this paragraph will be due and payable by Tenant within 20 days after receipt of bills from Landlord for the first occurring year, and are to be paid monthly (estimated amount) for subsequent years. The building is approximately 95% occupied. To the best of Landlord’s knowledge no significant tenant plans to vacate the Building in 2008.

In addition to the initial billing, Tenant will begin paying 1/12 of this amount toward the 2009 estimated escalation billing. This amount will then be adjusted annually based upon an actual accounting of the completed year’s experience.

All sums or some or any of them, may become due by reason of the failure of Tenant to comply with the terms and conditions of this Lease, and all damages, costs and expenses Landlord may suffer or incur by reason of any default by Tenant, and any damages to the demised premises caused by any act or omission of Tenant, will be payable within fifteen (15) days after receipt of bills from Landlord.

2. LATE CHARGE. If the Minimum Rent or any Additional Rent is not paid within ten (10) days from the date same is due, Landlord, at its option, may charge a late fee of five percent (5%) of the amount due.

3. INSURANCE. Tenant will obtain and keep in effect throughout the Term, insurance policy or policies, issued by any insurance carrier reasonably satisfactory to Landlord, providing general comprehensive public liability insurance against claims for personal injury (including death) and property damage in amounts as stated on Page 1 of this Lease. Said policy shall name Landlord as an

Additional Insured. Tenant must provide Landlord current evidence of insurance upon execution of this Lease, and within fifteen (15) days of the expiration date of the then current policy.

4. WAIVER OF SUBROGATION. Each party hereto waives any cause of action it might have against the other party on account of any loss or damage insured against under any insurance policy including without limitation liability insurance policies (to the extent such loss or damage is recoverable under such insurance policy) that covers the Building, the Leased Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements or business, and which names Landlord or Tenant, as the case may be, as a party insured. All insurance policies maintained by Landlord or Tenant will, at such parties cost and expenses, if any, contain provisions, waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.

5. BUILDING SERVICES; MAINTENANCE.

(A) Landlord will provide, within professional standards on each item, the following services and facilities:

(1) Cleaning and maintenance of common areas in the building;

(2) Water and sewer service;

(3) Janitorial service (five business days per week)

(4) Tenant has control of both HVAC units that service the Premises via thermostats therein. Landlord is responsible for maintaining the HVAC units and thermostats. Tenant may set the thermostat at a selected temperature. The temperature within the Premises is presumed acceptable at no less than 68º and no more than 78º dependent on the season and time of day.

(5) Landlord will undertake, at its sole cost and expense, any and all repairs necessary to maintain the heating, plumbing, air conditioning and electrical systems, as well as windows, floors (excluding carpeting) and all other structural items which constitute a part of the Building and Leased Premises and are installed or furnished by Landlord; provided, however, Landlord will not be obligated to undertake any of such repairs until the expiration of a reasonable period of time following notice from Tenant that such repair is needed, which, in no event shall be longer than 10 calendar days except with respect to HVAC or water and sewer services which shall be addressed within 24 hours, and Landlord will use best efforts to resume service thereafter. In no event will Landlord be obligated under this subparagraph to pay for the repair to correct any damage caused by any act, omission or negligence of Tenant or its employees, agents, invitees, licensees, subtenants, or contractors; however Landlord agrees to take responsibility for appropriate repairs..

(B) Landlord does not warrant the services and facilities provided for in subparagraph (A) above will be free from slowdown, interruption or stoppage pursuant to voluntary agreement by and between Landlord and governmental bodies and regulatory agencies, or caused by the maintenance, repair, substitution, renewal, replacement or improvements of any of the equipment, involved in the furnishing of any such services or facilities, or caused by changes of services, alterations, strikes, lockouts, labor controversies, fuel shortages, accidents, acts

of God or the elements or any other cause beyond the reasonable control of Landlord; and specifically, no such slowdown, interruption or stoppage will cause any abatement of Rent or Additional Rent payable hereunder or in any manner or for any purpose relieves Tenant from any of its obligations hereunder, except if such slowdown or interruption extends beyond ten (10) consecutive business days, and in no event will Landlord be liable for damage to persons or property or be in default hereunder as a result of such slowdown, interruption or stoppage. Landlord agrees to use reasonable diligence to resume the affected service upon any cessation of such slowdowns, interruption or stoppage.

(C) Except to the extent Landlord is obligated to undertake repairs as provided hereinabove, Tenant will keep the Leased Premises and the fixtures contained therein in good, neat and orderly condition, reasonable wear and tear excepted.

(D) Landlord will not be liable by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations, additions or improvements to the Leased Premises or the Building or to any appurtenances or equipment therein. It being understood, though, Landlord will cooperate with Tenant and interfere as little as reasonably practicable with the conduct of Tenant’s business. There will be no abatement of Rent because of such repairs, alterations, additions or improvements, until after the completion of fourteen (14) business days from the original problem.

6. ALTERATIONS AFTER COMMENCEMENT OF LEASE. Tenant will not make or permit to be made any alterations, improvements or additions to the Leased Premises without, on each occasion, first presenting to Landlord plans and specifications therefor and obtaining Landlord’s prior written consent thereto, which consent will not be unreasonably withheld. If Landlord will consent to such proposed alterations, improvements and additions, Tenant will make the proposed alterations, improvements and additions at Tenant’s sole cost and expense; provided, however: (i) all such alterations will be performed in a good and workmanlike manner, in accordance with all applicable laws, ordinances, codes, rules and regulations, including but not limited to the ADA Code; (ii) such alterations, improvements, and additions will not impair the structural integrity of the Building or any other improvements or reduce the value of the Leased Premises; (iii) Tenant will take or cause to be taken all steps as required or permitted by law in order to avoid the impositions of any mechanic’s, laborer’s or materialman’s lien(s) upon the Leased Premises or Building; and, (iv) the occupants of the Building and of any adjoining real estate owned by Landlord will not be disturbed in any respect with their use and occupancy by reason thereof. All alterations, improvements and additions to the Leased Premises which are constructed, installed or otherwise made by Tenant will be the property of Tenant until the expiration or sooner termination of this Lease, at which time all such alterations, improvements and additions will remain on the Leased Premises and become the property of Landlord without payment therefor by Landlord, unless prior to the termination of this Lease, Landlord will give notice to Tenant to remove the same; in which event Tenant will remove such alterations, improvements and additions, and repair and restore any damage to the Leased Premises caused by the installation and removal thereof.

7. COMPLIANCE WITH LAWS; PERMITTED ACTIVITIES. Tenant, at its sole cost and expense, will comply with all laws, ordinances and regulations of federal, state and local authorities and with any direction of any public officer(s), which will impose any violation, order or duty upon Tenant with respect to the Leased Premises or the use and occupancy thereof, including, but not limited to, obtaining any and all licenses and permits required for the conduct of its business within the terms and conditions of this Lease.

Tenant will not do or permit anything to be done in or about the Leased Premises nor bring or keep anything therein which will in any way increase the existing rate of fire or other insurance policy covering the Leased Premises or any part thereof. In the event of any such increase of an existing rate of insurance, or cancellation of any insurance policy, Tenant will bear the full cost of said increase upon presentation by Landlord.

8. LANDLORD’S RIGHT TO ENTRY. Landlord and persons authorized by Landlord may enter the Leased Premises at all reasonable times for the purpose of making such inspections, repairs, alterations to adjoining space, appraisals as Landlord may require or for other reasonable purposes including, but not limited to, exhibiting Leased Premises to prospective purchasers, tenants and/or mortgagees and enforcement of Landlord’s rights under Lease. Landlord will not be liable for inconvenience to, or disturbance of Tenant by reason of any such entry. Notwithstanding the foregoing, Landlord will use reasonable efforts, during such entry to not unreasonably interfere with Tenant’s use of the Leased Premises, and will provide Tenant with advance notice except in the event of an emergency.

9. DAMAGE BY FIRE OR OTHER CASUALTY. In the event of any damage or loss to the Leased Premises by reason of fire or other casualty, Tenant will give immediate notice thereof to Landlord. If the Leased Premises are partially damaged or destroyed by fire or other casualty, Landlord will notify Tenant within thirty (30) days after the fire or casualty, whether or not the Leased Premises can be restored within one hundred twenty (120) days from such notice. In the Landlord’s sole judgment, if the Leased Premises can be restored within one hundred twenty (120) days, Landlord will restore the same at Landlord’s expense and will use its best efforts to complete restoration within said time period. In the event the damage cannot be restored within one hundred twenty (120) days, either party, by written notice to the other within five (5) days after receipt of such notice, to be effective thirty (30) days after receipt of such notice, may terminate this Lease and all obligations hereunder. Notwithstanding the foregoing, in no event will Landlord be obligated to expend for any repairs or restoration an amount in excess of the insurance proceeds recovered by Landlord on account of such damage or destruction.

In the event of repair or restoration as herein provided, Minimum Rent and Additional Rent will be abated equitably, in a manner proportionate with the degree in which Tenant’s use of the Leased Premises is impaired commencing the date of destruction and continuing during the period of restoration. Tenant will continue operation of its business in the Leased Premises during any such period to the extent commercially practicable and the obligation of Tenant hereunder to pay all other charges set forth herein will remain in full force and effect. Tenant will not be entitled to actual or

consequential damages or other compensation or damages from Landlord for loss of use of the whole or any part of the Leased Premises, or the Building which forms a part of the Leased Premises, Tenant’s personal property or any inconvenience or annoyance occasioned by such damage or reconstruction. Notwithstanding the foregoing to the contrary, if any such fire or other casualty is as a result of the negligence or willful acts of Tenant, Tenant will not have the right to terminate this Lease as aforesaid, and Tenant will, at Tenant’s sole cost and expense, promptly repair and restore the Leased Premises, and any portion of the Building so damaged as a result of Tenant’s conduct.

10. INDEMNIFICATION. Tenant will defend, indemnify and hold Landlord harmless from and against any and all loss, cost, liabilities, penalties, damages, expenses (including reasonable attorneys’ fees) and judgments, which may be imposed upon, incurred by, or asserted against Landlord by reason of any violation by Tenant of the provisions of this Lease, or any injury to persons or property of any nature and however caused, arising out of the use, occupancy and control of the Leased Premises at any time during the Term of this Lease or any extension thereof, unless caused by the willful act or gross negligence of Landlord.

Landlord will defend, indemnify and hold Tenant harmless from and against any and all loss, cost, liabilities, penalties, damages, expenses (including reasonable attorneys’ fees) and judgments, which may be imposed upon, incurred by, or asserted against Tenant by reason of any violation by Landlord of the provisions of this Lease, or any injury to persons or property of any nature and however caused, arising out of the use, occupancy and control of the Leased Premises at any time during the Term of this Lease or any extension thereof, unless caused by the willful act or gross negligence of Tenant.

11. CONDEMNATION. If more than twenty-five percent (25%) of the floor area of the Leased Premises is taken or condemned for a public or quasi-public use (a sale in lieu of condemnation to be deemed a taking or condemnation for purposes of this Lease), this Lease will, at either party’s option, upon written notice to the other within fifteen (15) days of the date of such taking or condemnation, terminate as of the date the right of possession in the Leased Premises or portion thereof terminates. The Minimum Rent and Additional Rent herein reserved will be apportioned and paid in full by Tenant to Landlord to that date and all Minimum Rent and Additional Rent prepaid for periods beyond that date will forthwith be repaid by Landlord to Tenant and neither party will thereafter have any liability hereunder.

If less than twenty-five percent (25%) of the floor area of the Leased Premises is taken, or if neither Landlord nor Tenant has elected to terminate this Lease pursuant to the above paragraph, Minimum Rent and Additional Rent will be equitably reduced in proportion to the area of the Leased Premises which has been take for the balance of the Term.

If all or part of the Leased Premises are taken or condemned, Landlord will be entitled to all compensation awarded upon such condemnation or taking, and Tenant will have no claim thereto,

and Tenant hereby expressly waives, relinquishes and releases to Landlord any claim for damages or other compensation to which Tenant might otherwise be entitled because of any such taking or limitation of the leasehold estate hereby created, and irrevocably assigns and transfers to Landlord any right to compensation or damages to which Tenant may be entitled by reason of the condemnation of all or a part of the Leased Premises, or the leasehold estate. Notwithstanding the foregoing, Tenant will have the right to make a claim for removal and moving expenses and business dislocation damages which may be separately payable to tenants in general under New Jersey law, provided such payment does not reduce the award otherwise payable to Landlord.

12. MECHANICS LIENS. Tenant will promptly pay all contractors and material men for work ordered by Tenant or performed for Tenant’s account, so as to minimize the possibility of a lien attaching to the Leased Premises. In the event of any such lien is created or filed, Tenant will bond against or discharge the same within ten (10) days after written request by Landlord. Nothing herein contained will be construed as a consent on the part of the Landlord to subject the fee or the estate of Landlord to liability under the Mechanics Lien Law of New Jersey for work ordered other than by Landlord, it being expressly understood that Landlord has not consented to any such work and Landlord’s estate will not be subject to such liability.

13. LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS. If Tenant will any time fail to pay any charge or imposition or perform any other act on its part to be perf`ormed, then Landlord, after ten (10) days’ written notice to Tenant and without waiving or releasing Tenant from any obligations hereunder, may pay such charge or sum of money or make any other payment or perform any other act on Tenant’s part to be made or performed, and may enter upon the Leased Premises for any such purpose, and take all such action thereon as may be necessary therefor. All sums so paid by Landlord and all costs and expenses incurred by Landlord in connection with the performance of any such act, together with interest thereon at a rate which is one percent (1%) per annum higher than “New York Prime” as announced from time to time in the Wall Street Journal or similar publication, from the respective dates of Landlord’s making of each such payment or incurring of each such cost and expense, will constitute Additional Rent payable by Tenant thereof or otherwise as in the case of default in the payment of Minimum Rent or Additional Rent reserved in this Lease.

14. SUBORDINATION; RIGHTS OF MORTGAGEE. This Lease will be subject and subordinate at all times to the lien of any mortgages and/or ground leases now or hereafter placed upon the Leased Premises or Building which forms a part of the Leased Premises, without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant agrees to execute and deliver, upon demand, such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage and/or ground lease and such further instrument or instruments of attornment as will be desired by any mortgagee or proposed mortgagee or by any other person.

15. TENANT’S CERTIFICATE. Tenant agrees at any time and from time-to-time, within five (5) days after Landlord’s written request, to execute, acknowledge and deliver to Landlord a written instrument in recordable form certifying the Lease is unmodified and in full force and effect (or if there have been modifications, it is in full force and effect as modified and stating the modifications); the dates to which Minimum Rent, Additional Rent, or other charges have been paid in advance, if any; whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in the Lease and, if so, specifying each such default of which the signer may have knowledge; and such other information as Landlord may request. It is intended that any such certification and statement delivered pursuant to this Paragraph 15 may be relied upon by any prospective purchaser or any mortgagee of the Leased Premises or Building or any part thereof or interest thereon or any assignee of Landlord’s interest in this Lease.

16. DEFAULT BY TENANT. Landlord will provide Tenant advance written notice in the event of any default. Tenant will have ten (10) days to cure in the event of a monetary default, and thirty (30) days to cure in the event of a non-monetary default. Any one or more of the following will constitute a default by Tenant hereunder, if Tenant during the original Term of this Lease, or any renewal or extension thereof:

(A) Does not pay in full within ten (10) days after notice is given of all Minimum Rent, Additional Rent, expenses and charges under this Lease; or,

(B) Violates, fails to perform, or otherwise breaches any term, covenant or condition of this Lease and same is not cured after notice thereof; or,

(C) Permits leasehold estate or any property of Tenant to be exposed for sale or judgment or execution process by sheriff, marshal, or constable; or,

(D) Becomes insolvent, makes an assignment for the benefit of creditors, is adjudicated, files a bill in equity, otherwise initiates proceedings for the appointment of a receiver of its assets, files a voluntary petition under the provisions of the United States Bankruptcy Court or under the insolvency laws of any state, which involuntary petition is not discharged within sixty (60) days of filing. In such instances, Landlord may immediately have the rights set forth in Section 17 below, without any further notice; or,

(E)	Records or attempts to record this Lease in any office of public recording; or,
(F)	Assigns or sublets this Lease, except as permitted herein; or,
(G)	Fails to move into or take possession of the Leased Premises upon commencement of the Term and does not pay rent.

17. REMEDIES OF LANDLORD. This Lease and term of the estate hereby granted are subject to the conditional limitation that in the event of a default by Tenant, at the sole option of Landlord, Landlord may in addition to all other rights and remedies available to it by law or equity or by any other provision of this Lease, at any time pursue once or more often any or all of the following remedies:

(A) Acceleration of Rent: Minimum Rent for the entire balance of the Term hereof and any Additional Rent, expenses and charges payable under the Lease, together with all costs and

expenses, will become immediately due and payable as if by the terms and provisions of this Lease said balance of Minimum Rent, Additional Rent and other expense and charges and every part thereof were on that date payable in advance; and,

(B) Termination: Whether or not Landlord has accelerated Minimum Rent and Additional Rent, this Lease and the Term hereby created will, at the sole option of Landlord and without waiver of any other rights of Landlord contained herein, terminate and become absolutely void without any right on the part of Tenant to save the forfeiture by payment of any sum due or by the performance of any provisions of this Lease. Tenant will thereupon quit and surrender possession of the Leased Premises to Landlord in the condition required herein and Tenant will remain liable to Landlord as herein required; and,

(C) Suit for Possession/Reletting of Leased Premises: In any case in which this Lease will have been terminated, or in any case in which Landlord will have elected to accelerate the Minimum Rent and/or Additional Rent and any portion of such sums will remain unpaid, Landlord may, without further notice, enter upon and repossess the Leased Premises, by due process of law, by summary proceedings, ejectment or otherwise, and may dispossess Tenant and remove Tenant and all other persons and property from the Leased Premises and may have, hold and enjoy the Leased Premises and rents and profits therefrom. Landlord may, in its own name, as agent for Tenant, if this Lease has not been terminated, or in its own behalf, if this Lease has been terminated, relet the Leased Premises, or any part thereof, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and on such terms (which may include concessions or free Minimum Rent) as Landlord in its sole discretion and good faith may determine. In with any such reletting, Landlord may cause the Leased Premises to be decorated, altered, divided, consolidated with other space or otherwise changed or prepared for reletting. No reletting will be deemed a surrender or acceptance of the Leased Premises.

(D) Measure of Damages: Tenant will, with respect to all periods of time up to and including the expiration of the Term (or what would have been the expiration date in the absence of default or breach) remain liable to Landlord as follows:

(1) In the event of termination of this Lease on account of Tenant’s default or breach, Tenant will remain liable to Landlord as agreed for liquidated damages (and not as a penalty) an amount equal to the Minimum Rent, Additional Rent and other charges payable under this Lease by Tenant as if this Lease were still in effect, less the net proceeds of any reletting actually collected, after deducting all costs incident thereto (including, without limitation, all repossession costs, brokerage and management commissions, operating and legal expenses and fees, alteration costs and expenses of preparation for reletting), and to the extent such liquidated damages will not have been recovered by Landlord by virtue of payment by Tenant of any accelerated Minimum Rent and/or Additional Rent (but without prejudice to the right of Landlord to demand and receive such Minimum Rent and/or Additional Rent), such liquidated damages will be payable to Landlord monthly upon presentation to Tenant of a bill for the amount due.

(2) In the event and so long as this Lease will not have been terminated after default or breach by Tenant, Minimum Rent, Additional Rent and all other charges payable under this Lease will be reduced by the net proceeds of any reletting by Landlord (after deducting all costs incident thereto as above set forth) and by any portion of the accelerated Minimum Rent, Additional Rent and other charges paid by Tenant to Landlord, and any amount due to Landlord will be payable monthly upon presentation to Tenant of a bill for the amount due.

(E) Responsibility to Relet: Landlord agrees to use best efforts to relet the Leased Premises and to mitigate any losses. However, Landlord will in no event be responsible or liable for any failure to relet the Leased Premises, or any part thereof, or for any failure to collect any Minimum Rent, Additional Rent or other sum due upon a reletting.

(F) Remedies Cumulative: All of the remedies herein given to Landlord and all rights and remedies given to Landlord by law and equity will be cumulative and concurrent. It is understood and agreed that termination of this Lease or the taking or recovering of the Leased Premises will not deprive Landlord of any of Landlord’s remedies or actions against Tenant for Minimum Rent and Additional Rent due at the time or which, under terms hereof, would in the future become due as if there had been no termination, nor will the bringing of any action for Minimum Rent, Additional Rent, or other charges, or breach of covenant, or resorting to any other remedy herein provided the recovery of Minimum Rent or Additional Rent be construed as a waiver of the right to obtain possession of the Leased Premises.

18. DEFAULT BY LANDLORD. In the event of any failure by Landlord to perform any material term, condition, covenant or obligation of this Lease, which failure is not cured within thirty (30) days after Landlord receives written notice of such failure from Tenant (provided, however, that if such failure is of such a nature that it cannot, using reasonable diligence, be cured with said period, such failure shall not constitute a default of this Lease by Landlord if Landlord diligently and continuously pursues the same to completion thereafter), Tenant, in addition to all other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity, shall have the right to terminate this Lease, effective upon the delivery of notice thereof to Landlord in which event Tenant shall have no further liabilities or obligations hereunder.

19. LIMITED LIABILITY OF LANDLORD. Tenant agrees the obligations of Landlord under and with respect to this Lease do not constitute personal obligations of Landlord, or any of its principals, and shall not create or involve any claim against, or personal liability on the part of any of them, and Tenant shall look solely to Landlord’s interest in the Leased Premises for satisfaction of any liability of Landlord in respect to this Lease.

20. SECURITY DEPOSIT. Tenant will pay Landlord a sum as indicated on the first page of Lease as collateral security for payment of Minimum Rent and Additional Rent and for the faithful performance by Tenant of all other terms, covenants and conditions of this Lease. The amount of said deposit (less such portion thereof as Landlord will have retained to make good any default by Tenant with respect to any of Tenant’s aforesaid obligations) will be repaid to Tenant, without,

interest, within sixty (60) days after Tenant provides landlord with written request to return said Security Deposit and Landlord has inspected the Leased premises after Tenant has vacated same; provided, however, Tenant will have made all such payments and performed all such terms, covenants and conditions of this Lease. Upon any default by Tenant hereunder, all or part of said deposit may, at any time and in Landlord’s sole discretion and without prejudice to any rights Landlord has hereunder, be applied on account of such default, and thereafter Tenant will restore the resulting deficiency in said deposit within ten (10) days notice of Landlord’s application. Tenant’s failure to restore said deficiency will constitute a default hereunder. In the event of any sale or transfer of Landlord’s interest in the Building, Landlord will have the right to transfer the security deposit to the purchaser or transferee and upon such transfer Tenant will look only to the new landlord for the return of the security deposit and Landlord will thereupon be released from all liability for the return of the security deposit.

21. ASSIGNMENT OR SUBLEASE BY TENANT. Tenant will not assign this Lease or sublease all or any part of the Leased Premises without Landlord’s prior written consent, excluding affiliates of the Tenant, which will not be unreasonably withheld, it being understood and agreed however it will not be unreasonable for Landlord to withhold its consent if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord. One half of any sum received by Tenant as a result of such subletting or assignment which exceeds the total sums Tenant is obligated to pay Landlord under this Lease will be payable to Landlord as additional rent. The consent by Landlord to sublet or assignment will not constitute consent to any further sublease or assignment. Any sublessee or assignee must agree to be bound by all of the terms and provisions of this Lease. In addition, any permitted assignment or subleasing will not relieve Tenant from its liability under the terms and conditions of this Lease. Tenant will give Landlord a copy of the sublease, both prior to, and upon execution thereof.

22. SUCCESSORS. All rights and liabilities herein given to or imposed upon the respective parties will extend to and be binding upon their heirs, legal representatives, successors and assigns, if permitted under Section 21, except as otherwise provided

23. WAIVER. Failure of Landlord to insist upon strict performance of any of the covenants or conditions of this Lease or to exercise any option herein conferred in any one or more instances will not be construed as a waiver or relinquishment for the future of any such covenants, conditions or options but the same will be and remain in full force and effect.

24. ENTIRE AGREEMENT. This Lease sets forth all terms, covenants and conditions between Landlord and Tenant concerning the Leased Premises and there are no terms, covenants and conditions, either oral or written, between the parties other than herein set forth. Except as otherwise provided, no subsequent alteration, amendment, change or addition to this Lease will be binding upon Landlord or Tenant unless reduced to writing and signed by them.

25. LANDLORD’S COVENANT OF QUIET ENJOYMENT. Landlord covenants and agrees that, upon Tenant’s payment of Minimum Rent and any Additional Rent and observing and performing all of the terms, covenants and conditions on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Leased Premises for the Term of this Lease, without hindrance or molestation by anyone claiming by or though Landlord; subject, nevertheless to the terms, covenants and conditions of this Lease.

26. NO RECORDATION. Tenant will not record or attempt to record this Lease or any memorandum thereof in any office of public recording.

27. ENVIRONMENTAL CONCERNS. Other than normal office storage, Tenant will not store, handle, spill or discharge any hazardous or toxic substances or wastes at, on or about the Leased Premises or the Building, and will indemnify, defend and save harmless the Landlord from all fines, suits, procedures, claims, actions, damages and liability of any kind (including attorneys’ fees) arising out of or in any way connected with the storage or handling by the Tenant of, or any spills or discharges by the Tenant of, hazardous or toxic substances or wastes at, on or about the Leased Premises or the Building during the term of this Lease. Landlord is responsible for any preexisting conditions within the Building, and, to the best of Landlord’s knowledge, assures Tenant there are no known hazardous materials, including asbestos, within the Building.

Tenant’s obligations and liabilities under this paragraph will survive the term of this Lease, and will continue so long as Landlord may remain responsible for any spills or discharges of hazardous substances or wastes at the Leased Premises which occur during the term of this Lease. Tenant’s failure to abide by the terms of this paragraph will be restrainable by injunction.

28. SIGNS. Landlord will obtain all door and directory signs for Tenant after Tenant has indicated in writing to Landlord how each sign should read. Landlord will bill Tenant for all signage Tenant so desires once it has been received and installed. All signs will conform to all applicable municipal ordinances and regulations. Should Tenant request further signage over and above the customary signage at said location, Landlord agrees to assist Tenant with any applications of any municipal filings, etc., to be born by Tenant herein. Tenant will install no sign without prior approval of Landlord herein.

29. HOLDOVER. In the event Tenant will give notice, as stipulated above, of its intention to vacate the Leased Premises at the end of the present term or any renewal or extension thereof, and will fail or refuse so to vacate the same on the date designated by such notice, Landlord, at its option, may treat Tenant as a holdover tenant, in which event Tenant will pay Landlord: (i) as agreed liquidation damages (and not as a penalty) for such wrongful retention, an amount equal to twice the Minimum Rent and twice the Additional Rent then in effect for the time Tenant thus remains in possession, and (ii) all other damages, costs and expenses sustained by Landlord by reason of Tenant’s wrongful retention. If Tenant remains in possession with the consent of Landlord all the

terms and conditions of this Lease will continue thereafter with full force precisely as if such notice had not been given and Minimum Rent will be adjusted as set forth in this Section.

30. UTILITIES & SERVICES. Landlord herein will be solely responsible for payment of all utilities used within the Leased Premises and will make all arrangements for activating same.

31. TENANT IMPROVEMENTS. At no additional expense to Tenant, Landlord will paint interior walls (color and quality to be approved by Tenant), install building standard carpet (color will be selected by Tenant), remove current wall between reception and balance of office, repair/replace lamps and/or ballasts so all light fixtures are working properly, replace stained/damaged ceiling tiles and present Tenant with a clean, functioning business office.

32. OPTION TO RENEW. Provided Tenant is not in default under any of the terms, covenants, provisions, agreements and conditions of this Lease effective the termination date of the current Lease Term, Tenant will have the right to renew the Term for one (1) additional period of three (3) years (the “Renewal Term”), on all of the same conditions as are in force immediately prior to the expiration of the Term, except that the Minimum Rent payable during the Renewal Term will be:

05/01/2011-04/30/2012:	$51,756 per year; $4313 per month
05/01/2012-04/30/2013:	$54,000 per year; $4500 per month
05/01/2013-04/30/2014:	$56,256 per year; $4688 per month

Tenant must provide Landlord written notice ninety (90) days in advance of the termination date of the current Lease Term if Tenant’s intent is NOT to exercise the Option to Renew. Tenant understands and agrees that time, whenever mentioned is of the essence.

33. NO SMOKING POLICY. The Building referenced within this Lease Agreement is a smoke free building. Smoking is only permitted in designated areas outside the Building. Smokers are responsible for placing related trash and debris in the receptacles provided. Smoking is not permitted within the Leased Premises.

34. RULES AND REGULATIONS. See Exhibit 1 attached hereto

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.

LANDLORD: 1101 ASSOCIATES, LP		TENANT: TRM CORPORATION
BY:	/s/ Howard E. Needleman	BY:	/s/ Richard Stern
	Howard E. Needleman, GP		Richard Stern, President & CEO

EXHIBIT 1
RULES AND REGULATIONS

1. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using, or entering the Building, or any equipment, finishes, or contents of the Building, and Tenant will comply with Landlord’s reasonable requirements relative to such systems and procedures.

2. The sidewalks, halls, passages, exits entrances, elevators, and stairways of the Building will not be obstructed by any tenants or used by any of them for any purpose other than for ingress to and egress from their respective Premises. The halls, passages, exits, entrances elevators, and stairways are not for the general public, and Landlord will in all cases retain the right to control and prevent access to such halls, passages, exits entrances, elevators, and stairways of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation, and interests of the Building and its tenants, provided that nothing contained in these rules and regulations will be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant will go upon the roof of the Building except such roof or portion of such roof as may be contiguous to the Premises of a particular tenant and may be designated in writing by Landlord as a roof deck or roof garden area. No tenant will be permitted to place or install any object (including without limitation radio and television antennas, loudspeakers, sound amplifiers, microwave dishes, solar devices, or similar devices) on the exterior of the Building or on the roof of the Building.

3. No sign, placard, picture, name, advertisement, or written notice visible from the exterior of Tenant’s Premises will be inscribed, painted, affixed, or otherwise displayed by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant general guidelines relating to signs inside the Building on the office floors (see Lease Agreement). Tenant agrees to conform to such guidelines. All approved signs or lettering on doors will be printed, painted, affixed, or inscribed at the expense of the Tenant by a person approved by Landlord. Other than draperies expressly permitted by Landlord and building standard window treatments, material visible from outside the Building will not be permitted. In the event of the violation of this rule by Tenant, Landlord may remove the violating items without any liability, and may charge the expense incurred by such removal to the tenant or tenants violating this rule.

4. No cooking will be done or permitted by any tenant on the Premises, except in areas of the Premises which are specially constructed for cooking and except that use by the tenant of microwave ovens and Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate, and similar beverages will be permitted, provided that such use is in accordance with all applicable federal, state, and city laws, codes, ordinances, rules, and regulations.

5. No tenant will employ any person or persons other than the cleaning service of Landlord for the purpose of cleaning the Premises, unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord will be permitted to enter the Building for the purpose of cleaning it. No tenant will cause any

unnecessary labor by reason of such tenant’s carelessness or indifference in the preservation of good order and cleanliness. Should Tenant’s actions result in any increased expense for any required cleaning, Landlord reserves the right to assess Tenant for such expenses.

6. The toilet rooms, toilets, urinals, washbowls and other plumbing fixtures will not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, or other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any misuse of the fixtures will be borne by the tenant who, or whose servants, employees, agents, visitors, or licensees caused the same.

7. No tenant, or tenant’s invitees or licensees will in any way deface any part of the Premises or the Building of which they form a part. In those portions of the Premises where carpet has been provided directly or indirectly by Landlord, Tenant will at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpet casters.

8. No tenant will alter, change, replace or rekey any lock or install a new lock or a knocker on any door of the Premises. Landlord, its agents, or employees will retain a pass (master) key to all door locks on the Premises. Any new door locks required by Tenant or any change in keying of existing locks will be installed or changed by Landlord following tenant’s written request to Landlord and will be at Tenant’s expense. All new locks and rekeyed locks will remain operable by Landlord’s pass (master) key. Landlord will furnish each tenant, free of charge, with two (2) keys to each suite entry door lock on the Premises. Landlord will have the right to collect a reasonable charge for additional keys and cards requested by any tenant. Each tenant, upon termination of its tenancy, will deliver to Landlord all keys and access cards for the Premises and Building that have been furnished to such tenant.

9. Any elevator within the Building will be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may determine from time to time. The persons employed to move Tenant’s equipment, material, furniture, or other property in or out of the Building must be acceptable to Landlord. The moving company must be a locally recognized professional mover, whose primary business is the performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by Landlord prior to the start of any moving operations. Insurance must be sufficient, in Landlord’s sole opinion, to cover all personal liability, theft or damage to the Project, including but not limited to floor coverings, doors, walls, elevators, stairs, foliage, and landscaping. Special care must be taken to prevent damage to foliage and landscaping during adverse weather. All moving operations will be conducted at such times and in such a manner as Landlord will direct, and all moving will take place during non-business hours unless Landlord agrees in writing otherwise. Tenant will be responsible for the provision of building security during all moving operations, and will be liable for all losses and damages sustained by any party as a result of the failure to supply adequate security. Landlord will have the right to prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into the Building. Heavy objects will, if considered necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such property from any cause, and all damage done to the Building by moving or maintaining such property will be repaired at the expense of Tenant. Landlord reserves the right to inspect all such property to be

brought into the Building Lease of which these rules and regulations are a part. Supplies, goods, materials, packages, furniture, and all other items of every kind delivered to or taken from the Premises will be delivered or removed through the entrance and route designated by Landlord and Landlord will not be responsible for the loss or damage of any such property.

10. No tenant will use or keep in the Premises or the Building kerosene, gasoline, or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities or such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required by tenant’s normal operations in the Premises, which shall be stored in accordance with applicable law. Without Landlord’’ written approval, no tenant will use any method of heating or air conditioning other than that supplied by Landlord. No tenant will use or keep or permit to be used or kept any foul or noxious gas or substance in the Premises.

11. Tenant shall not, prior to or during the Term, either directly or indirectly, employ or permit the employment of any contractor, mover, mechanic or laborer, or permit any materials in the Premises, if the use of such contractor, mover, mechanic or laborer or such materials would, in Landlord’s opinion, create any difficulty, strike or jurisdictional dispute with other contractors, movers, mechanics or laborers engaged by Landlord, tenants, or others, or would in any disturb the construction, maintenance, cleaning, repair, management, security or operation of the Building, Project or any part thereof. Any tenant, upon demand by Landlord shall cause all contractors, movers, mechanics, laborers or materials causing such interference, difficulty or conflict to leave or be removed from the Project immediately.

12. Landlord will have the right to prohibit any advertising by Tenant mentioning the Building that, in Landlord’s reasonable opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, tenant will refrain from or discontinue such advertising.

13. Tenant will not bring any animals (except “Seeing Eye” dogs) or birds into the Building, and will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes.

14. All persons entering or leaving the Building between the hours of 6 p.m. and 7 a.m. Monday through Friday, and at all hours on Saturdays, Sundays, and holidays will comply with such off-hour regulations as Landlord may establish and modify from time to time. No entry door to the Building may be propped in an open position during those hours that the Building is secured and the Building entrance doors are locked. Landlord reserves the right to limit reasonably or restrict access to the building during such time periods.

15. Each tenant will store all its trash and garbage within its Premises. No liquids will be place in trashcans. No material will be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and elevators provided for such purposes and at such times as Landlord designates. Removal of any furniture or

furnishings, large equipment, packing crates, packing materials, and boxes will be the responsibility of each tenant and such items may not be disposed of in the Building trash receptacles nor will they be removed by the Building’s janitorial service, except at Landlord’s sole option and at the tenant’s expense. No furniture, appliances, equipment, or flammable products of any type may be disposed of in the Building receptacles. Upon tenant’s vacancy, tenant will be responsible for the removal of all trash, belongings, furnishings, files, etc.; such items will not be placed in the Building’s receptacles.

16. Canvassing, peddling, soliciting, and distributing handbills or any other written materials in the Building are prohibited, and each tenant will cooperate to prevent the same.

17. The requirements of the tenants will be attended to only upon application by written, personal, or telephone notice at the office of the Building. Employees of Landlord or Landlord’s agent will not perform any work or do anything outside of their regular duties unless under special instructions from Landlord.

18. A directory of the Building will be provided for the display of the name and location of tenants only. All entries on the Building directory display will conform to standards and style set by Landlord in its sole discretion. Space on any exterior signage will be provided in Landlord’s sole discretion. No tenant will have any right to the use of any exterior sign.

19. Tenant will not conduct itself in any manner that is inconsistent with the character of the Building, as a first quality building or that will impair the comfort and convenience of other tenants in the Building. Tenant will not allow and/or make improper noises or disturbances of any kind. Tenant will not allow and/or will not sing, play or operate any musical instrument, radio or television without consent of Landlord, or otherwise do anything to disturb other tenants or tend to injure the reputation of the Building.

20. In order to insure proper use and care of the Building and/or Premises, Tenant shall not:

(a) mark or defile elevators, water-closets, toilet rooms, walls, windows, doors or any other part of the Building and/or Premises;

(b) place anything on the outside of the Building, including roof setbacks, window ledges and other projections, or drop anything from the windows, stairways or parapets, or place trash or other matter in the halls, stairways, elevators or light wells of the Building;

(c)	cover or obstruct any window, skylight, door or transom that admits light;
(d)	interfere with the heating or cooling apparatus;
(e)	leave rooms without locking doors, stopping all office machines and extinguishing all lights;
(f)	use any electric heating device without prior written permission by Landlord;

(g) install call boxes, or any kind of wire in or on the Building without Landlord’s prior written consent and direction;

(h) manufacture any commodity or prepare or dispense any foods or beverages, tobacco, drugs, flowers or other commodities or articles without the prior written consent of Landlord;

(i) secure duplicate keys for rooms or toilets, except from Landlord;

(j) place any weights in any portion of the Building beyond the safe carrying capacity of the structure;

(k) place door mats in public corridors without prior written consent of Landlord, and/or,

(m) allow the use of rooms within the Premises as sleeping apartments.

21. Tenant (including tenant’s employees, agents, invitees, and visitors) will use the parking spaces solely for the purpose of parking passenger model cars, small vans, and small trucks and will comply in all respects with any rules and regulations that may be promulgated by Landlord from time to time with respect to the parking areas. The parking areas will not be used by Tenant, its agents, or employees, for overnight parking of vehicles, except with Landlord’s prior consent. Tenant will ensure that any vehicle parked in any of the parking spaces will be kept in proper repair and will not leak oil, grease, gasoline, or any other fluids. If any of the parking spaces are at any time used (a) for any purpose other than parking as provided above; (b) in any way or manner reasonable objectionable to Landlord; or (c) by Tenant after default by Tenant under the Lease, Landlord, in addition to any other rights otherwise available to Landlord, may consider such default an event of default under the Lease.

22. No act or thing done or committed to be done by Landlord or Landlord’s agent during the term of the Lease in connection with the enforcement of these rules and regulations will constitute an eviction by Landlord of any tenant nor will it be deemed an acceptance of surrender of the Premises by any tenant, and no agreement to accept such termination or surrender will be valid unless in a writing signed by Landlord. The delivery of keys to any employee or agent of Landlord will not operate as a termination of the Lease or a surrender of the Premises unless such delivery of keys is done in connection with a written instrument executed by Landlord approving the termination or surrender.

23. Neither Tenant, nor any of its sublessees or permitted assigns, nor any agents or employees of Tenant or its sublessees or permitted assigns, nor other person or entity will under any circumstances allow entry onto the Premises by (i) any inmates of any prison or other correctional facility, (ii) any in-patients of any psychiatric facility, (iii) any person who is physically restrained (e.g., by handcuffs, shackles, straight jackets or under guard) at the time he or she enters the Premises, or (iv) any other person who is in the custody of any governmental authority.

24. In these Rules and Regulations, the term “tenant” includes the employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the Premises.

25. Landlord may waive any one or more of these Rules and Regulations for the benefit of a particular tenant or tenants, but no such waiver by Landlord will be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from enforcing any such Rules and Regulations against any or all of the tenants of the Building after such waiver.

26. These Rules and Regulations are in addition to, and will not be construed to modify or amend, in whole or in part, the terms, covenants, agreements, and conditions of the Lease.

27. Landlord shall have the right to make such other and further reasonable rules and regulations as in the judgment of Landlord, may from time to time be needful for the safety, appearance, care and cleanliness of the Building for the preservation of good order therein. Landlord shall not be responsible to Tenant for any violation of rules and regulations by other tenants.

EX-10.2

Exhibit 10.2

ATM VAULT CASH PURCHASE AGREEMENT

     This ATM VAULT CASH PURCHASE AGREEMENT (this “Agreement”) is entered into, by and among, GENPASS TECHNOLOGIES, LLC doing business as ELAN FINANCIAL SERVICES, with offices located at 1255 Corporate Drive, Irving, TX 75038 (“Buyer”), TRM INVENTORY FUNDING TRUST, with its principal office located at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (“Seller”), TRM ATM CORPORATION, with its principal office located at 1101 Kings Highway, Suite G100, Cherry Hill, NJ 08034 (“Customer”), and DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, with offices located at 609 Fifth Avenue, New York, New York 10017 (“Agent”), each referred to herein as a “Party” and collectively referred to herein as “Parties.” This Agreement shall become effective on June 26, 2008 (“Effective Date”).

RECITALS

     WHEREAS, Customer previously entered into an agreement with Seller whereby Seller provides cash to Customer’s automated teller machines (the “ATM Cash Agreement”);

     WHEREAS, in order to facilitate Seller’s provision of cash to Customer pursuant to the ATM Cash Agreement, Seller also entered into that certain Loan and Servicing Agreement, dated as of March 17, 2000, by and among Seller, Customer, Agent, Autobahn Funding Company LLC, GSS Holdings, Inc. and U.S. Bank National Association (the “Collateral Agent”) as successor to Keybank National Association (as amended through the date hereof and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement”), pursuant to which Seller granted a first priority perfected security interest (the “Security Interest”) in the cash provided by Seller to Customer’s automated teller machines to the secured parties thereunder (the “Secured Parties”);

     WHEREAS, Customer has entered into a Cash Provisioning Agreement (the “Cash Provisioning Agreement”) with Buyer pursuant to which Buyer will provide cash for Customer’s automated teller machines in place of Seller;

     WHEREAS, Seller wishes to sell the cash in the ATMs (as defined below) to Buyer and Buyer is willing to purchase such cash and provide the same for use by Customer;

     WHEREAS, the Parties to this Agreement desire to set forth the terms of the purchase of cash by Buyer and the responsibilities of the Parties with respect thereto;

     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereto hereby agree as follows:

AGREEMENT

ARTICLE I — DEFINITIONS

     For purposes of this Agreement only, the following terms shall have the meanings set forth below.

1.1	“ATM” means the automated teller machines that are listed on Exhibit A hereto.
1.2	“ATM Balancing” means the process of Seller or Buyer, as the case may be, reconciling certain manual and/or electronic reports from a Courier reflecting transaction activity at an ATM with the calculated balance of Cash, as determined by Seller or Buyer, respectively.
1.3	“Business Day” means each day that the Federal Reserve Bank is open for business.
1.4	“Cardholder Adjustments” means the adjustment made, if any, to a cardholder’s account with a financial institution or the denial of an adjustment, in either case resulting from the research of and confirmation or denial of a cardholder’s claim of an alleged error in dispensing Cash or a failure to dispense Cash at an ATM.
1.5	“Cash” means the currency placed within an ATM.
1.6	“Cut-Off Date” means June 23, 2008.
1.7	“Cut-Off Time” means the Economic Effect Time for each ATM on the Cut-Off Date.
1.8	“Converted ATM” means any ATM that has had its first post-Cut-Off Date ATM Balancing.
1.9	“Courier” means an armored courier service engaged by Customer for the staging and replenishing of Cash at the ATMs.
1.10	“Economic Effect Time” shall mean the end of day cut-off time specified for each ATM by the Processor.
1.11	“Processing Transfer Time” means the Economic Effect Time on the Purchase Date.
1.12	“Processor” means an ATM processor engaged by Seller or Buyer for processing transactions of Cash at the ATMs, which processor shall be First Data Corporation or eFunds, as applicable.
1.13	“Purchase Date” means Thursday, June 26, 2008.

1.14 “Regulation E” means the regulation implementing the Electronic Funds Transfer Act, 15 U.S.C. 1693 et seq., adopted by the Board of Governors of the Federal Reserve System (12 CFR Part 205), as amended through the Cut-Off Date.

ARTICLE II — CONDITIONS PRECEDENT TO PURCHASE

     Each of the following shall be a condition precedent (a “Condition Precedent”) to the obligations of the Buyer and the Seller under Section 3.1:

2.1 By 3:00 p.m. on the day immediately preceding the Purchase Date, Customer shall provide to Buyer and Seller a report which details the Cash balance in each ATM on the Cut-Off Date (the aggregate of such Cash balances, the “ATM Cash Balance”). This report (the “Terminal Cash Balance Report”) will include the following for each ATM:

a)	ATM TID number
b)	ATM name
c)	ATM address
d)	Date and (if available) time of the last Cash replenishment by Courier
e)	Courier providing service to the terminal, including Courier branch
f)	Date of the last ATM Balancing
g)	Amount of Cash dispensed during the period from the last Cash replenishment until the Cut-Off Date
g)	Cash balance on the Cut-Off Date

2.2 On or prior to the Purchase Date, Customer shall have delivered, or caused to be delivered to Buyer and Agent evidence satisfactory to Buyer and Agent, each in its sole discretion of:

a)	The transfer of processing services with respect to the ATMs to provide for remittance to Buyer of all payments due to the owner of the Cash on deposit in such ATMs after the Processing Transfer Time;
b)	The transfer of the ATMs from agreements for the provision of cash transportation and other maintenance services for the benefit of Customer and Seller to agreements for the provision of cash transportation and other maintenance services for the benefit of Customer and Buyer after the Processing Transfer Time;

c)	Processor’s receipt and implementation of settlement instructions to be applied with respect to each ATM after the Processing Transfer Time; and
d)	Settlement account information for each ATM to be applied after the Processing Transfer Time.

2.3 On or prior to the Purchase Date, Agent shall have delivered, or caused to be delivered, to Buyer a release letter executed by the Collateral Agent, on behalf of the Secured Parties, acknowledging the release of the Cash located in the ATMs from the Security Interest upon consummation of the Purchase Transaction.

ARTICLE III — PURCHASE DATE PAYMENT PROCEDURES

3.1 On the Purchase Date, upon satisfaction of all Conditions Precedent, Seller shall sell, assign and transfer the Cash in the ATMs to Buyer and Buyer shall purchase the Cash in the ATMs from Seller by delivering, through same day internal U.S. Bank transfer of immediately available funds to deposit account number 153490599971 at U.S. Bank National Association in the State of California and in the name of U.S. Bank National Association for the benefit of the secured parties under the Loan and Servicing Agreement (the “Seller Account”), an amount equal to one hundred percent (100%) of the ATM Cash Balance, whereupon all Cash in the ATMs shall automatically become Buyer’s sole and exclusive property (the “Purchase Transaction”).

ARTICLE IV — POST PURCHASE DATE REPORTING

4.1 As soon as commercially practicable after the Purchase Date, but no later than thirty-five (35) days thereafter, Buyer will effect a swap of all Cash in each ATM to allow for a reconciliation of the aggregate amount of actual Cash in the ATMs at the Cut-Off Time as reported by Courier (the “Actual Cash Balance”) with the ATM Cash Balance. Promptly upon receipt of any report from Courier with respect to the amount of actual Cash in any ATM at the Cut-Off Time (or from which information with respect to such amount can be derived), but no later than five (5) Business Days thereafter, Buyer will deliver a copy of such report to Seller, Customer and Agent. Buyer will provide Seller, Customer and Agent with a report reflecting the reconciliation results (the “Reconciliation Report”) as soon as commercially practicable after the Cut-Off Date, but no later than forty-five (45) days thereafter and will notify Seller, Customer and Agent of any suspected discrepancies between the Actual Cash Balance and the ATM Cash Balance within five (5) Business Days of Buyer’s receipt of ATM Balancing information.

ARTICLE V — POST PURCHASE DATE SETTLEMENT PROCEDURES

5.1 Within ten (10) Business Days after the date Buyer provides Seller and Customer with the Reconciliation Report, (a) Buyer shall pay to Seller, by same day internal U.S. Bank transfer of immediately available funds to the Seller Account, the

amount, if any, by which the Actual Cash Balance exceeds the ATM Cash Balance (an “Overage”) and (b) on behalf of Seller, Customer shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Seller, (i) the amount, if any, by which the ATM Cash Balance exceeds the Actual Cash Balance (a “Shortage”) and (ii) an amount equal to all payments received by Customer or Seller from the Processor with respect to the ATMs for the period beginning at the Cut-Off Time and ending at the Processing Transfer Time.

ARTICLE VI — REPLENISHMENT; CARDHOLDER ADJUSTMENTS; LOSS CLAIMS

6.1	After the Processing Transfer Time, all instructions to Couriers regarding replenishment activities at the ATMs shall be the responsibility of Customer and Buyer, in accordance with the terms of the Cash Provisioning Agreement.
6.2	Customer shall be responsible for the research, reconciliation and payment, if applicable, of all Cardholder Adjustments and/or other claims made pursuant to Regulation E for all transactions performed at all ATMs.
6.3	Each Party will cooperate in good faith with the other to facilitate the research and resolution of Cardholder Adjustments and Regulation E claims.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

     As of the Purchase Date, each of the Buyer and the Seller hereby represents and warrants to the other as follows:

7.1	It is a limited liability company or trust, as applicable, validly existing and in good standing under the laws of its jurisdiction of formation.
7.2	The execution, delivery and performance by it of this Agreement (a) are within its organizational powers, (b) have been duly authorized by all necessary action, (c) require no action by or in respect of, or filing with, any governmental body or official thereof and (d) do not contravene or constitute a default under (1) its certificate of formation or declaration of trust, as applicable, (2) its limited liability company agreement or trust agreement, as applicable, (3) any law, statute or government rule or regulation applicable to it, (4) any contractual restriction binding on or affecting it or its property, including the Loan and Servicing Agreement, or (5) any order, writ, judgment, award, injunction, decree or other instrument binding on or affecting it or its property.
7.3	This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.

ARTICLE VIII — TERM AND TERMINATION

8.1	Any Party may terminate this Agreement if any other Party is in breach of its material obligations under this Agreement and fails to cure such breach within five (5) Business Days after notice of such breach.
8.2	This Agreement may be terminated by the mutual agreement in writing of the Parties.
8.3	The termination of this Agreement shall not affect the rights and obligations of the Parties which have accrued prior to such termination.

ARTICLE IX — COOLING OFF PERIOD

9.1 At any time during the period between the Effective Date of this Agreement and July 16, 2008, Customer agrees to execute a new agreement whereby Customer purchases the Cash located in the ATMs from Buyer within three (3) Business Days after Customer’s receipt of written request therefor from Buyer for an amount equal to one hundred percent (100%) of the aggregate Cash balance in the ATMs on the cut-off date specified in such agreement.

ARTICLE X — GENERAL PROVISIONS

10.1	All notices and other communications under this Agreement to any Party shall be in writing and shall be delivered personally or by overnight mail, or mailed by registered mail, return receipt requested, to such Party at the following address (or to such other address as such Party may have specified by notice given to the other Parties pursuant to this provision):
	If to Buyer, to:

Elan Financial Services
2751 Shepard Rd. EP-MN-BB1P
St. Paul, MN 55116
Attention: Steve Gernes

With a copy to:

U.S. Bancorp Legal Department
U.S. Bancorp Center
800 Nicollet Mall 21st Floor
Minneapolis, MN 55402
Attention: Corporate Counsel, Transaction Services

If to Seller, to:

TRM Inventory Funding Trust
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Facsimile No.: (302) 651-8882
Attention: Corporate Trust Administration

With a copy to Customer

If to Customer, to:

TRM ATM Corporation
1101 Kings Highway, Suite G100
Cherry Hill, NJ 08034
Facsimile No.: (503) 251-5473
Attention: Controller

If to Agent, to:

DZ Bank AG, Deutsche Zentral-Genossenschaftsbank Frankfurt am Main
609 5th Avenue, 7^th Floor
New York, New York 10017
Facsimile No.: (212) 745-1651
Attention: Christian Haesslein

Each of the Parties may, by notice given as provided herein, change its address for all subsequent notices.

10.2	No Party may assign any of its rights or obligations under this Agreement without the written consent of all of the other Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
10.3	Neither this Agreement nor any provision hereof may be amended, modified, waived, discharged or terminated orally, except by an instrument in writing duly signed by or on behalf of the Parties hereto. The headings of this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
10.4	In case at any time any further action is necessary or desirable to carry out the

	purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as may be reasonably requested by another Party, at the sole cost and expense of the requesting Party.
10.5	This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made in and wholly performed in such state. The Parties hereby irrevocably submit to the nonexclusive jurisdiction of any court of the State of New York or the United States of America sitting in the City of New York, New York, in any action or proceeding arising out of or relating to this Agreement, and the Parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in any such court. The Parties hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties hereby waive any right to a trial by a jury and agree that any action shall be heard and decided by a judge without a jury .
10.6	In the event of any dispute between the Parties arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees resulting from such proceedings (including appellate and bankruptcy proceedings) in addition to any other relief awarded.
10.7	Except as otherwise provided herein, the Parties each agree that all information communicated to it by another Party relating to this Agreement, whether before the Effective Date or during the term of this Agreement, shall be received in strict confidence and shall be used only for the purpose of this Agreement. Notwithstanding the foregoing, the receiving Party shall not be prohibited from disclosing any such information (i) which is or becomes generally available to the public through no fault of the receiving Party, (ii) which was within the receiving Party’s possession on a non-confidential basis prior to its disclosure by the disclosing Party or is independently developed by the receiving Party, (iii) which the receiving Party is required to disclose by law or judicial order, provided that the receiving Party shall promptly notify the disclosing Party of such requirement, to the extent legally permissible, so that the disclosing Party may seek an appropriate protective order or otherwise seek to protect the confidentiality of such information, (iv) to its examiners, accountants, auditors or attorneys, or (v) which was disclosed to the receiving Party without restriction on disclosure by a third party who has the lawful right to make such disclosure.
10.8	Notwithstanding anything to the contrary in this Agreement, for so long as Seller is required to perform a service that relates to Cash sold to Buyer hereunder, the processing of Regulation E, or any other matter related to the sale of Cash to Buyer hereunder, Customer will continue to pay Seller for services rendered.

10.9	All times described herein shall be Eastern Time, either Daylight or Standard, whichever is in effect upon the Effective Date of this Agreement.
10.10	Where the character or amount of any item of income, revenue, costs, expenses or similar monetary calculation is required to be determined or other accounting computation is required to be made for purposes of this Agreement, this will be done in accordance with appropriate accounting principles, which shall be consistently applied.
10.11	Each Party may rely on the other Parties’ compliance with all applicable laws. Violation of any applicable law by a Party which allows or permits said Party to take any action under or pursuant to this Agreement which such Party would not otherwise have been able to do or take, shall constitute a breach of this Agreement.
10.12	USA PATRIOT Act. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each individual/business doing business with Buyer. Accordingly, Buyer will ask the other Parties for information, including but not limited to, name, address, date of incorporation or formation, principal place of business, state of incorporation and other information about Seller, Customer and Agent, respectively, that will allow Buyer to identify Seller, Customer and Agent, respectively, and the Parties will furnish that information to Buyer.
10.13	This is not an exclusive agreement. Nothing in this Agreement is intended to restrict Buyer from entering into similar agreements with any third party.
10.14	Except for a breach of the confidentiality obligations set forth herein or for damages resulting from intentional acts, no Party will be liable for indirect, exemplary, punitive, special or consequential damages.
10.15	No joint venture, partnership, agency, employment relationship or other joint enterprise is contemplated by this Agreement. No employee or representative of one of the Parties shall be considered an employee of any of the other Parties. In making and performing this Agreement, the Parties shall act at all times as independent contractors, and at no time shall any Party make any commitments or incur any charges or expenses for or in the name of any other Party.
10.16	All Parties agree not to refer to any other Party directly or indirectly in any promotion or advertisement, any metatag, any news release or release to any general or trade publication or any other media without the prior written consent of the Party whose information is intended to be used, which consent may be withheld at that Party’s sole and complete discretion.

10.17

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as possible.

10.18

Buyer hereby acknowledges that all of Seller’s right, title and interest in, to and under this Agreement and the proceeds of the transactions contemplated hereby shall be deemed after-acquired property of Seller subject to the security interest granted by Seller to Agent, on behalf of the secured parties under the Loan and Servicing Agreement.

[Signatures Follow]

TRM INVENTORY FUNDING TRUST, as Seller

By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Tira L. Johnson Name: Tira L. Johnson
	Title: Senior Financial Services Officer
TRM ATM CORPORATION
By:	/s/ Michael J. Dolan Name: Michael J. Dolan
	Title: Chief Financial Officer
DZ BANK AG, DEUTSCHE ZENTRAL-GENOSENSCHAFTSBANK FRANKFURT AM MAIN, as Agent
By:	/s/ Christian Haesslein Name: Christian Haesslein
	Title: Assistant Vice President
By:	/s/ Sandeep Srinath Name: Sandeep Srinath
	Title: Vice President

Exhibit List ⁽¹⁾

Exhibit A — List of ATMs

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

EX-10.4

Exhibit 10.4

AMENDMENT NO. 1
TO
SECURITIES PURCHASE AGREEMENT

     THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of July 21, 2008 (this “Amendment”), to the Securities Purchase Agreement referred to below, is effective as of July 3, 2008 (the “First Amendment Effective Date”), by and among TRM CORPORATION, an Oregon corporation (the “Issuer”), LAMPE, CONWAY & CO., LLC, as administrative agent (the “Administrative Agent”) and LC CAPITAL MASTER FUND, LTD., as purchaser (the “Purchaser”).

W I T N E S S E T H:

     WHEREAS, the Issuer, Administrative Agent and the Purchaser are parties to that certain Securities Purchase Agreement, dated as of April 18, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”); and

     WHEREAS, the Issuer has requested, and the Administrative Agent and Required Purchasers have agreed, to amend the Securities Purchase Agreement in the manner, and on the terms and conditions, provided for herein.

     NOW, THEREFORE for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises, the parties hereto hereby agree as follows:

     1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Securities Purchase Agreement.

     2. Amendment to Section 5.15. Pursuant to Section 10.08 of the Securities Purchase Agreement, as of the First Amendment Effective Date, Section 5.15(a) of the Securities Purchase Agreement is hereby amended by deleting “60” where it appears in such Section 5.15(a) and substituting in lieu thereof “119”.

     3. Remedies. This Amendment shall constitute a Transaction Document. The breach by any Loan Party of any covenant or agreement in this Amendment shall constitute an immediate Event of Default hereunder and under the other applicable Transaction Documents.

     4. Representations and Warranties. To induce Administrative Agent and Required Purchasers to enter into this Amendment, the Issuer (and, to the extent set forth in any other Transaction Document, each other Loan Party) hereby jointly and severally represents and warrants that:

(a) The execution, delivery and performance by each Loan Party of this Amendment and the performance of the Securities Purchase Agreement as amended by this Amendment (the “Amended Securities Purchase Agreement”) (i) are within such Loan Party’s corporate or similar powers and, at the time of execution thereof, have been duly authorized by all necessary corporate and similar action (including, if applicable, consent of the holders of its Equity Interests), (ii) do not (A) contravene such Loan Party’s Organizational Documents, (B) violate any material applicable law in any material respect, (C) in any material respect, conflict with, contravene, constitute a default or breach under any material contract of any Loan Party or any of its Subsidiaries, or result in or permit the termination or acceleration of any such material contract, or (D) result in the imposition of any Lien (other than Liens permitted by Section 6.02 of the Securities Purchase Agreement) upon any property of any Loan Party or any of its Subsidiaries and (iii) do not require any action, consent or approval of, registration or filing with or any other action by any Governmental Authority or any consent of, or notice to, any Person.

(b) From and after its delivery to the Administrative Agent, this Amendment has been duly executed and delivered to the other parties hereto by each Loan Party party hereto and this Amendment and the Amended Securities Purchase Agreement is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general equitable principles relating to enforceability.

(c) No Default or Event of Default has occurred and is continuing after giving effect to this Amendment.

(d) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party, threatened against any Loan Party, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which (i) challenges any Loan Party’s right, power, or competence to enter into this Amendment or perform any of its obligations under this Amendment, the Amended Securities Purchase Agreement or any other Transaction Document, or the validity or enforceability of this Amendment, the Amended Securities Purchase Agreement or any other Transaction Document or any action taken under this Amendment, the Amended Securities Purchase Agreement or any other Transaction Document or (ii) if determined adversely, is reasonably likely to have or result in a Material Adverse Effect.

(e) After giving effect to this Amendment, the representations and warranties of the Issuer and the other Loan Parties contained in the Amended

Securities Purchase Agreement and each other Transaction Document are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of First Amendment Effective Date with the same effect as if such representations and warranties had been made on and as of such date, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

     5. No Amendment/Waivers. The Securities Purchase Agreement and the other Transaction Documents shall continue to be in full force and effect in accordance with their respective terms and, except as expressly provided herein, shall be unmodified. In addition, except as expressly provided herein, this Amendment shall not be deemed an amendment, consent or waiver of any term or condition of any Transaction Document or a forbearance by the Administrative Agent or the Purchaser with respect to any right or remedy which the Administrative Agent or the Purchaser may now or in the future have under the Transaction Documents, at law or in equity or otherwise or be deemed to prejudice any rights or remedies which the Administrative Agent or the Purchaser may now have or may have in the future under or in connection with any Transaction Document or under or in connection with any Default or Event of Default which may now exist or which may occur after the date hereof.

     6. Expenses. Each of the Issuer and each other Loan Party hereby reconfirms its respective obligations pursuant to Section 10.05 of the Securities Purchase Agreement and to pay and reimburse the Administrative Agent, for all reasonable costs and expenses (including, without limitation, reasonable fees of one legal counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith.

     7. Affirmation of Existing Transaction Documents. After giving effect to this Amendment, each Loan Party (a) confirms and agrees that its obligations under each of the Transaction Documents to which it is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the date hereof, and (b) confirms and agrees that the Liens granted pursuant to the Collateral documents to which it is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the date hereof.

     8. Effectiveness. This Amendment shall become effective as of the First Amendment Effective Date only upon satisfaction in full in the judgment of the Administrative Agent of each of the following conditions:

(a) Amendment. The Administrative Agent shall have received two (2) copies of this Amendment duly executed and delivered by the Administrative Agent, the Required Purchasers and the Issuer.

(b) Payment of Fees and Expenses. The Issuer shall have paid all costs, fees and expenses owing in connection with this Amendment and the other Transaction Documents and due to the Administrative Agent (including, without limitation, reasonable legal fees and expenses of one legal counsel).

     9. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

     10 Counterparts. This Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

TRM CORPORATION, as the Issuer
By: Name:	/s/ Richard B. Stern Richard B. Stern
Title:	President & Chief Executive Officer
LAMPE, CONWAY & CO., LLC, as
Administrative Agent
By: Name:	/s/ Richard F. Conway Richard F. Conway
Title:	Managing Member
LC CAPITAL MASTER FUND, LTD., as
Purchaser
By Name:	/s/ Richard F. Conway Richard F. Conway
Title:	Director

EX-10.5

Exhibit 10.5

SECURED PROMISSORY NOTE DUE 2011

TRM CORPORATION

No. 1 April 18, 2008

$11,000,000

     FOR VALUE RECEIVED, the undersigned, TRM CORPORATION (the “Company”), hereby promises to pay to LC Capital Master Fund, Ltd., or registered assigns, the principal sum of ELEVEN MILLION UNITED STATES DOLLARS (or so much thereof as shall not have been prepaid) on the Maturity Date, with interest (computed on the basis of a year of 360 days payable for the actual number of days elapsed including the first day but excluding the last day) (a) on the unpaid balance thereof during each Interest Period at the rate per annum equal to the Applicable Percentage and (b) to the extent permitted by law, upon the occurrence and during the continuation of an Event of Default, on any principal, interest or Applicable Prepayment Premium, payable on each Interest Payment Date (or, at the option of the registered holder hereof, on demand), at the rate per annum from time to time provided for in Section 2.05 of the Securities Purchase Agreement referred to below.

     Payments of principal of and interest on and any Applicable Prepayment Premium with respect to this promissory note are to be made in lawful money of the United States of America at such other place as shall have been designated as provided in the Securities Purchase Agreement referred to below.

     This promissory note is issued pursuant to the Securities Purchase Agreement, dated as of April 18, 2008 (as from time to time amended, supplemented, amended and restated or otherwise modified, the “Securities Purchase Agreement”; capitalized terms used but not defined herein shall have the respective meanings given thereto in the Securities Purchase Agreement), among the Company, the respective Purchasers named therein and Lampe, Conway & Co., LLC as Administrative Agent and Collateral Agent for the Purchasers and is entitled to the benefits thereof.

     This Note is subject to prepayment at the times and on the terms specified in the Securities Purchase Agreement, but not otherwise.

     If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Premium) and with the effect provided in the Securities Purchase Agreement.

     This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

TRM CORPORATION, an Oregon corporation
By:	/s/ Richard Stern
	Name:	Richard Stern
	Title:	President & CEO

EX-10.6

Exhibit 10.6

SECURED PROMISSORY NOTE DUE 2011

TRM CORPORATION

No. 2 Issued: April 18, 2008
10% Assigned to Cadence Special Holdings II, LLC: May 30, 2008

$9,900,000

     FOR VALUE RECEIVED, the undersigned, TRM CORPORATION (the “Company”), hereby promises to pay to LC Capital Master Fund, Ltd., or registered assigns, the principal sum of NINE MILLION NINE HUNDRED THOUSAND UNITED STATES DOLLARS (or so much thereof as shall not have been prepaid) on the Maturity Date, with interest (computed on the basis of a year of 360 days payable for the actual number of days elapsed including the first day but excluding the last day) (a) on the unpaid balance thereof during each Interest Period at the rate per annum equal to the Applicable Percentage and (b) to the extent permitted by law, upon the occurrence and during the continuation of an Event of Default, on any principal, interest or Applicable Prepayment Premium, payable on each Interest Payment Date (or, at the option of the registered holder hereof, on demand), at the rate per annum from time to time provided for in Section 2.05 of the Securities Purchase Agreement referred to below.

     Payments of principal of and interest on and any Applicable Prepayment Premium with respect to this promissory note are to be made in lawful money of the United States of America at such other place as shall have been designated as provided in the Securities Purchase Agreement referred to below.

     This promissory note is issued pursuant to the Securities Purchase Agreement, dated as of April 18, 2008 (as from time to time amended, supplemented, amended and restated or otherwise modified, the “Securities Purchase Agreement”; capitalized terms used but not defined herein shall have the respective meanings given thereto in the Securities Purchase Agreement), among the Company, the respective Purchasers named therein and Lampe, Conway & Co., LLC as Administrative Agent and Collateral Agent for the Purchasers and is entitled to the benefits thereof.

     This Note is subject to prepayment at the times and on the terms specified in the Securities Purchase Agreement, but not otherwise.

     If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Premium) and with the effect provided in the Securities Purchase Agreement.

     This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

TRM CORPORATION, an Oregon corporation
By:	/s/ Richard Stern
	Name:	Richard Stern
	Title:	President & CEO

[Signature Page to Promissory Note]

EX-10.7

Exhibit 10.7

SECURED PROMISSORY NOTE DUE 2011

TRM CORPORATION

No. 3	Issued: April 18, 2008 to LC Capital Master Fund Ltd.
	10% Assigned to Cadence Special Holdings II, LLC: May 30, 2008

$1,100,000

     FOR VALUE RECEIVED, the undersigned, TRM CORPORATION (the “Company”), hereby promises to pay to Cadence Special Holdings II, LLC, or registered assigns, the principal sum of ONE MILLION ONE HUNDRED THOUSAND UNITED STATES DOLLARS (or so much thereof as shall not have been prepaid) on the Maturity Date, with interest (computed on the basis of a year of 360 days payable for the actual number of days elapsed including the first day but excluding the last day) (a) on the unpaid balance thereof during each Interest Period at the rate per annum equal to the Applicable Percentage and (b) to the extent permitted by law, upon the occurrence and during the continuation of an Event of Default, on any principal, interest or Applicable Prepayment Premium, payable on each Interest Payment Date (or, at the option of the registered holder hereof, on demand), at the rate per annum from time to time provided for in Section 2.05 of the Securities Purchase Agreement referred to below.

     Payments of principal of and interest on and any Applicable Prepayment Premium with respect to this promissory note are to be made in lawful money of the United States of America at such other place as shall have been designated as provided in the Securities Purchase Agreement referred to below.

     This promissory note is issued pursuant to the Securities Purchase Agreement, dated as of April 18, 2008 (as from time to time amended, supplemented, amended and restated or otherwise modified, the “Securities Purchase Agreement”; capitalized terms used but not defined herein shall have the respective meanings given thereto in the Securities Purchase Agreement), among the Company, the respective Purchasers named therein and Lampe, Conway & Co., LLC as Administrative Agent and Collateral Agent for the Purchasers and is entitled to the benefits thereof.

     This Note is subject to prepayment at the times and on the terms specified in the Securities Purchase Agreement, but not otherwise.

     If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Premium) and with the effect provided in the Securities Purchase Agreement.

     This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

TRM CORPORATION, an Oregon corporation
By:	/s/ Richard Stern
	Name:	Richard Stern
	Title:	President & CEO

[Signature Page to Promissory Note]

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14a AND 15d-14a
OF THE SECURITIES AND EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Richard B. Stern, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TRM Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2008	By:	/s/ Richard B. Stern
		Richard B. Stern
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14a AND 15d-14a
OF THE SECURITIES AND EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Michael J. Dolan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TRM Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2008	By:	/s/ Michael J. Dolan
		Michael J. Dolan
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF TRM CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

     Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Richard B. Stern, Chief Executive Officer of TRM Corporation (the “Company”), hereby certify that the accompanying Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2008 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2008	/s/ Richard B. Stern
	Richard B. Stern
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF TRM CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350

     Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael J. Dolan, Chief Financial Officer of TRM Corporation (the “Company”), hereby certify that the accompanying Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2008 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2008	/s/ Michael J. Dolan
	Michael J. Dolan
	Chief Financial Officer