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Chief Financial Officer Employment Agreement

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Sectors: Services
Governing Law: Oregon, View Oregon State Laws
Effective Date: April 09, 1999
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Shami Patel 1166 Pleasant Hill Circle Lafayette, Ca. 94549


RE: EMPLOYMENT AGREEMENT


Dear Shami:


This Employment Agreement (this "Agreement") sets forth our agreement concerning certain terms of your employment by TRM Corporation (the "Company") as of April 9, 1999.


1. EMPLOYMENT AGREEMENT


1.1 EMPLOYMENT


(a) You will hold the position of Vice President, Finance and
Chief Financial Officer of the Company and perform those
duties as are generally associated with such a position. You
will report to the President and Chief Executive Officer and
the Board of Directors of the Company. You also agree to
perform such acts and duties as the President and Chief
Executive Officer and the Board of Directors of the Company
may reasonably direct, to comply with all applicable policies
and procedures of the Company, and to devote such time, energy
and skill to your assignment as the President and Chief
Executive Officer and the Board of Directors of the Company
considers reasonably necessary for the performance of your
duties. You and the Company understand and agree that
circumstances may arise in which you and the Company may
mutually agree to change, in whole or in part, the scope of
your responsibilities and the title of your position.


(b) Your employment with the Company will continue under this
Agreement until terminated by you or the Company as provided
in paragraph 2.1, below. Notwithstanding the designation of a
term for this Agreement, your employment with the Company will
be on an "at will" basis with both you and the Company
retaining the right to terminate the employment relationship
at any time and for any reason, without liability on the part
of the Company or any affiliated or related corporation for
the termination, except as expressly provided in this
Agreement. Your last day of employment with the Company is
referred to herein as your Separation Date.


Shami Patel Employment Agreement April 9, 1999 Page 2 of 5


1.2 SALARY. During the first term of this Agreement, you will be paid
the annualized equivalent of $150,000 as base salary, payable in
installments on regular Company paydays. The first term shall end
on December 31, 1999. Thereafter, your base salary shall be set
annually by the President and Chief Executive Officer or the Board
of Directors of the Company.


1.3 BENEFITS. In addition to your base compensation, you have been
guaranteed a first year bonus of $50,000 providing you are still
employed on December 31, 1999. You will be given an opportunity to
earn additional bonus in calendar year 1999 upon the achievement of
performance criteria to be established by the President and Chief
Executive Officer or the Board of Directors of the Company.
Thereafter, you will be eligible to receive incentive compensation
as the President and Chief Executive Officer or the Board of
Directors of the Company shall approve. You will also be eligible
to participate in any benefit plans or programs generally available
to the Company's management as the Board of Directors shall from
time-to-time approve, which shall include paid time off (PTO) which
will accrue beginning on your date of employment at a rate of 20
days per year.


1.4 STOCK OPTION. A stock option for 100,000 shares of TRM Stock was
issued to you on January 11, 1999. That option will vest 20% per
year for five years with an exercise period of ten years. The
option price of the shares will be based on the closing price of
TRM stock on the date you accept the employment offer.


2. TERMINATION OF AGREEMENT


2.1 TERMINATION. The term of this Agreement shall continue until
terminated earlier as follows:


(a) This Agreement may be terminated by you for any reason upon 30
days' written notice to the Company.


(b) This Agreement may be terminated by the Company for any reason
at any time with 30 days'
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