ASSET PURCHASE AGREEMENT

Exhibit 2.3

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (“ Agreement ”) is dated as of December 13, 2006, by and among SKYVIEW CAPITAL, LLC, a limited liability company organized under the laws of Delaware (“ Buyer ”), TRM Copy Centers, LLC, a limited liability company organized under the laws of Delaware (“Copy Centers”), TRM Corporation, an Oregon corporation (“ TRM ”), and TRM Copy Centers (USA) Corporation, an Oregon corporation (“ TRM CC ”; TRM and TRM CC are collectively referred to herein as “ Sellers ”).

RECITAL

     Sellers desire to sell, and Buyer desires to purchase, certain of the operating assets and other rights of Sellers relating to Sellers’ photocopier business for the consideration and on the terms set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     The parties agree as follows:

      1.1 DEFINITIONS

     For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

     “Accounts Payable” shall mean trade accounts payable and other payment obligations to vendors and service providers.

     “Accounts Receivable” shall mean (a) all trade accounts receivable and other rights to payment from customers of Sellers related to the Business and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Sellers, (b) all other accounts or notes receivable of Sellers related to the Business and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

     “Affiliate” shall mean with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ control ” when used with respect to any specified Person means the power to direct the management and policies of such Person directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” having meanings correlative to the foregoing.

     “Agreement” shall mean as defined in the first paragraph of this Asset Purchase Agreement.

     “Ancillary Agreement” shall mean the agreements and documents executed and delivered in connection with the Contemplated Transactions.

     “Assets” shall have the definition set forth in Section 2.1.

     “Assumed Liabilities” shall have the definition set forth in Section 2.4(a).

     “Benefit Plan” shall mean employee benefit plans, programs, policies, arrangements or agreements, including “employee welfare benefit plans” and “employee pension benefit plans,” as defined in Sections 3(1) and 3(2), respectively, of ERISA, for the benefit of employees, officers, managers, and directors or their respective dependents or beneficiaries (or former employees, officers, managers, and directors or their respective dependents or beneficiaries).

     “Bill of Sale, Assignment and Assumption Agreement” shall have the definition set forth in Section 2.7(a)(ii).

     “Bulk Sales Laws” shall have the definition set forth in Section 5.8.

     “Business” shall have the definition set forth in Section 2.1.

     “Business Days” shall mean any day of the year other than (a) Saturday or Sunday, or (b) any other day on which banks located in Portland, Oregon generally are closed for business.

     “Buyer” shall have the definition set forth in the first paragraph of this Agreement.

     “Buyer Indemnified Parties” shall have the definition set forth in Section 9.2.

     “Closing” shall have the definition set forth in Section 2.6.

     “Closing Date” shall mean the date on which the Closing actually takes place.

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

     “Commitment Letter” shall have the definition set forth in Section 4.6.

     “Confidentiality Agreement” shall have the definition set forth in Section 5.4.

     “Consent” shall mean any approval, consent, ratification, waiver or other authorization.

     “Contemplated Transactions” shall mean all of the transactions contemplated by this Agreement.

     “Contract” shall mean any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied).

     “Damages” shall have the definition set forth in Section 9.2.

     “Deductible” shall have the definition set forth in Section 9.4.

     “Effective Time” shall mean the time at which the Closing is consummated.

     “Lien” shall mean any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

     “License Agreement” shall have the definition set forth in Section 2.7(a)(v).

     “Environment” shall mean soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

     “Environmental Law” shall mean any Legal Requirement relating to the protection of the Environment and Releases of Hazardous Substances, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Superfund Amendments and Reauthorization Act, as amended, the Resource Conservation and Recovery Act, as amended, the Toxic Substances Control Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, and any applicable United States federal, state or local Law having a similar subject matter.

     “Environmental Matter” shall mean

     (a) pollution or contamination of the Environment, including soil or groundwater contamination or the occurrence or the existence of or the continuation of the existence of a Release;

     (b) the treatment, disposal or Release of any Hazardous Substance;

     (c) exposure of any person to any Hazardous Substance; or

     (d) the material violation of any Environmental Law or any Environmental Permit.

     “Environmental Permit” shall mean any Governmental Authorization issued, granted or required under Environmental Laws.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” shall have the definition set forth in Section 3.10(c).

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “Excluded Assets” shall have the definition set forth in Section 2.2.

     “Facilities Maintenance Agreement” shall have the definition set forth in Section 2.7(a)(iv).

     “Governmental Authorization” shall mean any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

     “Governmental Body” shall mean any:

     (a) nation, state, county, city, town, borough, village, district or other jurisdiction;

     (b) federal, state, local, municipal, foreign or other government; or

     (c) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers).

     “Hazardous Substance” shall mean, collectively, any (a) petroleum or petroleum products, or derivative or fraction thereof, radioactive materials (including radon gas), asbestos in any form that is friable, urea-formaldehyde foam insulation , and polychlorinated biphenyls, and (b) any chemical, material, substance or waste, which is now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “restricted hazardous wastes,” “contaminants,” or “pollutants,” in each case as regulated under Environmental Laws, including materials that are deemed hazardous pursuant to any Environmental Laws due to their ignitability, corrosivity or reactivity characteristics.

     “Income Taxes” shall mean federal, state, local or foreign income or franchise Taxes or other Taxes measured in whole or in part by income and any interest, and penalties or additions thereon.

     “Income Tax Returns” shall mean any Tax Returns of or with respect to Income Taxes.

     “Indemnified Party” shall mean either a Buyer Indemnified Party or Seller Indemnified Party as the context requires.

     “Indemnifying Party” shall mean either a Buyer Indemnifying Party or Seller Indemnifying Party as the context requires.

     “Intellectual Property” shall mean United States and foreign: (a) registered and unregistered trade names, trademarks and service marks, (b) patent registrations and patent applications, and (c) copyright registrations and copyright applications.

     “Intra-Company Accounts Payable” shall mean Accounts Payable of a Seller to an Affiliate of such Seller.

     “Intra-Company Accounts Receivable” shall mean Accounts Receivable of a Seller from an Affiliate of such Seller.

     “Intra-Company Contract” shall mean a Contract of a Seller with an Affiliate or Affiliates of such Seller.

     “Intra-Company Liabilities” shall mean Liabilities of a Seller to an Affiliate of such Seller.

     “Inventories” shall mean finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed in the production of finished goods.

     “IRS” shall mean the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

     “Knowledge” shall mean with respect to Sellers the actual knowledge of Danial J. Tierney, Gary Cosmer and Jackie Piggott, and with respect to Buyer, the actual knowledge of Alex R. Soltani. Any of these individuals will be deemed to have Knowledge of a particular fact or other matter if:

     (a) such individual is actually aware of such fact or other matter; or

     (b) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonable investigation concerning the existence of such fact or other matter.

     “Lease” shall mean any real property lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement.

     “Leased Real Property” shall have the definition set forth in Section 3.5.

     “Legal Requirement” or “Law” shall mean any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

     “Liability” shall mean with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.

     “License Agreement” shall have the definition set forth in Section 2.7(a)(v).

     “Lien” shall mean any lien, security interest, charge, claim, mortgage, servitude, easement, right of way, equitable interest, possessory interest, pledge, preference, priority, deed of trust, option, lease or other encumbrance.

     “Material Adverse Effect” shall mean a material adverse effect on the Assets, operations or financial condition of the Business, taken as a whole; provided , that , for purposes of this Agreement, a Material Adverse Effect shall not include changes to the Assets, operations or financial condition of the Business, taken as a whole, resulting from (a) changes to the U.S. economy or the global economy, in each case, as a whole, or the industry or markets in which the Business operates, (b) changes in the financial, banking or securities market conditions (including any disruption thereof and any decline in the price of any security (including any security or creditor claim of or with respect to Sellers) or any market index), (c) the announcement or disclosure of the Contemplated Transactions,, (d) changes in the Business consistent with past trends, (e) general economic, regulatory or political conditions or changes thereto in the United States or abroad, (f) military action or any act of terrorism or any worsening thereof, (g) changes in Law, or (h) compliance with the terms of this Agreement.

     “Material Consents” shall have the definition set forth in Section 6.3.

     “Material Contracts” shall mean all Contracts to which a Seller is a party or by which it is bound that relate to the Business and involve aggregate payments by or to the Sellers in excess of $50,000 per year.

     “Permitted Lien” shall mean (a) Liens arising by operation of Law for Taxes or other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (b) Liens arising by operation of Law, including Liens arising by virtue of the rights of customers, suppliers and subcontractors in the ordinary course of business under general principles of commercial law, (c) Liens securing rental payments under capital lease arrangements, (d) restrictions on the transferability of securities arising under applicable securities Laws, (e) restrictions arising under applicable zoning and other land use Laws that do not, individually or in the aggregate, have a material adverse effect on the present use or occupancy of the property subject thereto, (f) defects, easements, rights of way, restrictions, covenants, claims, subleases or similar items relating to real property that do not, individually or in the aggregate, have a material adverse effect on the present use or occupancy of the real property subject thereto, (g) Liens that would not reasonably be expected to have a Material Adverse Effect.

     “Order” shall mean any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

     “Person” shall mean an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

     “Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

     “Purchase Price” shall have the definition set forth in Section 2.3.

     “Record” shall mean information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

     “Related Person shall mean, with respect to a specified Person:

          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

          (b) any Person that holds a material interest in such specified Person; and

          (c) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity).

     For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed

as such term is used in the rules promulgated under the Securities Act; and (b) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least twenty-five percent (25%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least twenty-five percent (25%) of the outstanding equity securities or equity interests in a Person.

     “Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substances into the Environment, and “Released” shall be construed accordingly.

     “Representative” shall mean with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

     “Required Cash Amount” shall have the definition set forth in Section 4.6.

     “Retained Liabilities” shall have the definition set forth in Section 2.4(b).

     “Schedule of Exceptions” shall have the definition set forth in the preamble of Article 3.

     “SEC” shall mean the United States Securities and Exchange Commission.

     “Sellers” shall have the definition set forth in the first paragraph of this Agreement.

     “Seller Benefit Plan” shall have the definition set forth in Section 3.10(a).

     “Seller Indemnified Parties” shall have the definition set forth in Section 9.3.

     “Sublease of Real Property” shall have the definition set forth in Section 2.7(a)(vi).

     “Sublease of Vehicles: shall have the definition set forth in Section 2.7(a)(vii).

     “Sublicense of Software” shall have the definition set forth in Section 2.7(a)(viii).

     “Tax” shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum, estimated, and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the

authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract.

     “Tax Advantage” shall mean the present value of any refund, credit or reduction in otherwise required Tax payments, which net present value shall be computed as of the Closing Date or the first date on which the right to the refund, credit or other reduction arises or is reasonably estimable, whichever is later, (i) using the Tax rate applicable to the highest level of income with respect to such Tax under applicable Laws on such date, and (ii) using the interest rate on such date imposed on corporate deficiencies paid within 30 days of a notice of proposed deficiency under the Code or other applicable Laws.

     “Tax Return” shall mean any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

     “Transferred Employees” shall mean the Persons whose names are set forth on Schedule 3.15(a).

     “Transition Services Agreement” shall have the definition set forth in Section 2.7(a)(iii).

     “TRM Lenders’ Consents” shall have the definition set forth in Section 6.8.

      1.2 USAGE

     (a) Interpretation. In this Agreement, unless a clear contrary intention appears:

     (i) the singular number includes the plural number and vice versa;

     (ii) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

     (iii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

     (iv) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

     (b) Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation

otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

      2.1 ASSETS TO BE SOLD

     Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, Sellers shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, all of Sellers’ right, title, and interest in and to the following property and assets, real, personal, or mixed, tangible and intangible which relate to the United States portion of the photocopier business currently conducted by Sellers as a going concern, including the placement, leasing, maintenance, monitoring, and provision of supplies for photocopiers within the United States (the “ Business ”) (but excluding the Excluded Assets):

     (a) Sellers’ photocopiers used in the Business, whether deployed and generating revenue, used for demonstration or marketing purposes, or in inventory, including spare parts, as listed on Schedule 2.1(a). Between the date hereof and the Closing Date, Buyer will identify the photocopiers they are seeking to acquire from the Sellers’ storage facilities;

     (b) Machinery, equipment, furniture and other similar property used in the Business, as listed on Schedule 2.1(b); provided, however, the parties acknowledge and agree that Sellers maintain the right to substitute other similar equipment for the designated equipment in that Schedule in order to avoid any interruption in the computer processing provided with this equipment to Sellers; provided, however, that Buyer shall have the right to approve or reject the equipment offered by Sellers in lieu of the originally designated equipment;

     (c) Inventories of the Business;

     (d) Accounts Receivable of the Business, other than Intra-Company Accounts Receivable (Schedule 3.7 sets forth the Accounts Receivable as of September 30, 2006);

     (e) All of Sellers’ rights and interests in the Contracts relating to the Business, (other than Intra-Company Contracts and Contracts related to the Seller Benefit Plans), all supplier, customer and vendor lists of the Business, including prospects, and sales and credit records relating to the Business and all customer credit information on customers and vendors relating to the Business, and all books, accounts and records of Sellers relating to the Business, and all outstanding offers or solicitations made by or to Sellers to enter into any Contract related to the Business, as listed on Schedule 2.1(e); provided, however, that, in all cases, Sellers shall not be required to transfer any such rights and interests in the automated teller business of Sellers;

     (f) Governmental Authorizations used by the Sellers in connection with the Business, as listed on Schedule 2.1(f), to the extent transferable to Buyer;

     (g) Sales and promotional literature, customer lists and other sales-related materials related to the Business;

     (h) Subject to Section 2.2(b) and (c), general, financial and other records pertaining to the Business as in existence on the Closing Date;

     (i) the intangible rights and property relating to the Business, including Intellectual Property, going concern value, goodwill, dedicated telephone numbers of the Business, Business signage, customer lists, e-mail addresses, and URLs, as listed on Schedule 2.1(i);

     (j) all prepayments and prepaid expenses made for the benefit of the Business (but only to the extent that Buyer is assuming the liability relating to the prepayment, and not including customer deposits) and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind of Sellers arising out of or held for the benefit of the Business (other than those related to Excluded Assets or Retained Liabilities, or claims, causes of action, choses in action, rights of recovery and rights of set-off of Sellers against Sellers’ officers, directors, employees, representatives or agents, none of which shall be deemed transferred to Buyer); and

     (k) all other Assets that are exclusively used in, or held by, the Business other than the Excluded Assets, whether or not referenced in any paragraphs above.

     All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “ Assets .”

      2.2 EXCLUDED ASSETS

     Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Sellers (collectively, the “ Excluded Assets ”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Sellers after the Closing:

     (a) all of Sellers’ cash, cash equivalents, short-term investments and customer deposits;

     (b) all of Sellers’ minute books, stock records and corporate seals;

     (c) all personnel Records and other Records that Sellers are required by law to retain in their possession;

     (d) all of Sellers’ insurance policies;

     (e) all of Sellers’ rights in any and all owned or leased motor vehicles;

     (f) all of Sellers’ rights in real property that may be owned, leased or used by either of Sellers;

     (g) all of Sellers’ rights in proprietary software that has been licensed to Sellers, including, but not limited to, the software described in Schedule 2.2(g);

     (h) all of Sellers’ photocopier business outside of the United States;

     (i) all of TRM CC’s interests in its subsidiaries;

     (j) all assets of, or related to, the Seller Benefit Plans; and

     (k) all other assets not exclusively used in the Business.

      2.3 CONSIDERATION

     The consideration for the Assets shall consist of the sum of:

     (a) The cash payment of Nine Million, Two Hundred Thousand Dollars ($9,200,000), minus the net breakage costs designated in Schedule 2.3 (as so adjusted, the “Purchase Price”);

     (b) The assumption of the Assumed Liabilities; and

     (c) The provision of a credit in the amount of Three Hundred Thousand Dollars ($300,000) that shall be applied by Sellers for services rendered to Sellers under the Facilities Maintenance Agreement and to offset certain property losses that may be incurred by Sellers under the Facilities Maintenance Agreement.

The Purchase Price shall be further adjusted by the Adjustment Amount, in accordance with Section 2.9.

     In accordance with Section 2.7(b), at the Closing, the Purchase Price shall be delivered by Buyer to Sellers by wire transfer. The Adjustment Amount shall be paid in accordance with Section 2.9.

      2.4 LIABILITIES

     (a)  Assumed Liabilities . On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge all of the Liabilities (and only those Liabilities) of Sellers that relate to or arose out of the operation of the Business other than the Retained Liabilities (the “ Assumed Liabilities ”), as set forth below:

          (i) all Liabilities of Sellers to vendors and service providers, including all Accounts Payable of the Business, other than Intra-Company Accounts Payable (Schedule 2.4(a)(i) sets forth the Accounts Payable of the Business at September 30, 2006);

          (ii) all Liabilities of Sellers to Sellers’ customers, in an aggregate amount not to exceed $20,000, that relate to or arose out of the sales and other activities of the Business, other than customer deposits described in Section 2.4(b)(xii);

          (iii) all Liabilities of Sellers that relate to or arose out of the Contracts listed in Schedule 2.1(e), other than Intra-Company Liabilities;

          (iv) all Liabilities of Sellers that relate to or arose out of the Governmental Authorizations listed on Schedule 2.1(f);

          (v) all Liabilities of Sellers that relate to or arose out of the intangible assets listed on Schedule 2.1(i);

          (vi) any Liability for Taxes arising from the operation of the Business or ownership of the Assets on or after the Effective Time; and

          (vii) all Liabilities of Sellers with respect to paid time off accrued for the Transferred Employees as of the Closing Date, as set forth in Schedule 2.4(a)(vii), in connection with which Buyer agrees to comply with Section 652.140(6) of the Oregon Revised Statutes (as in effect on the date hereof), and other similar state laws regarding the assumption of certain obligations to employees made in connection with the sale of a business or business property.

     (b)  Retained Liabilities . The following Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellers (the “ Retained Liabilities ”:

          (i) any Liability of Sellers for (x) Taxes resulting from, or arising in connection with, the Contemplated Transactions (except as provided in Section 5.10), (y) Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provisions of state, local or foreign Law) or as a transferee, successor, by contract or otherwise, and (z) Taxes with the respect to the ownership of the Assets or the operation of the Business for periods through the Effective Time (except as provided in Section 5.10);

          (ii) any Liability of Sellers under any credit facilities or any security interest related thereto;

          (iii) any Liability with respect to current and former employees of the Business and their dependents and beneficiaries arising or accruing prior to the Effective Time, including any Liability under any Seller Benefit Plan or any Liability relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension

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benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Sellers’ employees or former employees or both;

          (iv) any Intra-Company Liabilities of Sellers;

          (v) any Liability of Sellers for expenses associated with the Contemplated Transactions;

          (vi) any Liability of Sellers under this Agreement or any Ancillary Agreement;

          (vii) any Liability under any Contract not assumed by Buyer under Section 2.4(a);

          (viii) any Liability under any employment, severance, retention or termination agreement with any Nontransferred Employees of any Sellers or any of its Related Persons;

          (ix) any Liability of any Sellers to any Related Person of such Sellers;

          (x) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Sellers or an Affiliate of Sellers;

          (xi) any Environmental Liabilities arising out of or relating to the operation of the Business or Sellers’ leasing, or operation of the Leased Real Property used by the Business prior to the Effective Time;

          (xii) any Liability for the repayment of customer deposits retained by Sellers;

          (xiii) all Liabilities of Sellers to Sellers’ customers in excess of the aggregate amount of $20,000 of Assumed Liabilities under Section 2.4(a)(ii);

          (xiv) any Liability arising as a result of Sellers’ operation of the Business or ownership of the Assets prior to the Effective Time; and

          (xv) any Liability arising at any time as a result of Sellers’ operation of any portion of its business other than the Business or the ownership of any of its assets other than the Assets.

      2.5 ALLOCATION

     Buyer and Sellers shall prepare an allocation of the Purchase Price, the Assumed Liabilities and any capitalized costs among the Assets in accordance with Section 1060 of the

Code and the Treasury Regulations promulgated thereunder (as well as any similar provision of state, local or foreign law, as appropriate) (the “Allocation Schedule”). The Allocation Schedule shall be binding upon Buyer and Sellers. Buyer and Sellers and their Affiliates agree to amend the Allocation Schedule as necessary to reflect the Adjustment Amount (which amendment shall only change the amount allocated to Accounts Receivable or goodwill), and a final Allocation Schedule (the “Final Allocation Schedule”) shall be prepared by Buyer and Sellers within thirty (30) days following the final determination of the Adjustment Amount under Section 2.10. Buyer and Sellers and their Affiliates shall report, act, and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation Schedule. Buyer and Sellers shall each timely and properly prepare, execute, file and deliver all such documents, forms, and other information as either Buyer or Sellers may reasonably request in preparing the Allocation Schedule or the Final Allocation Schedule. Neither Buyer nor Sellers shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Final Allocation Schedule unless required to do so by any applicable Legal Requirement.

      2.6 CLOSING

     Subject to the terms and conditions of this Agreement, the sale and purchase of the Assets and the assumptions of the Assumed Liabilities contemplated hereby shall take place at a closing (the “ Closing ”) at the offices of Perkins Coie LLP, 1120 N.W. Couch Street, Tenth Floor, Portland, Oregon at 10:00 a.m., local time, on or before January 15, 2007, or at such other time or on such other date or at such other place as the Seller and the Buyer may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”). The sale and purchase of the Assets and the assumption by the Buyer of the Assumed Liabilities shall be deemed for all purposes to have taken place as of the Effective Time. Subject to the provisions of Article 8, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.6 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Article 8.

      2.7 CLOSING OBLIGATIONS

     In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

     (a) Sellers shall deliver to Buyer:

     (i) a receipt for the Purchase Price, as adjusted;

     (ii) the “Bill of Sale, Assignment and Assumption Agreement” in the form attached hereto as Exhibit 2.7(a)(ii) , and such other instruments executed by the

Sellers as may reasonably be requested by the Buyer to transfer title to the Assets to the Buyer;

     (iii) the “Transition Services Agreement” in the form attached hereto as Exhibit 2.7(a)(iii) executed by Sellers;

     (iv) the “Facilities Maintenance Agreement” in the form attached hereto as Exhibit 2.7(a)(iv) executed by Sellers;

     (v) the “License Agreement” in the form attached hereto as Exhibit 2.7(a)(v) executed by Sellers;

     (vi) the “Sublease of Real Property” in the form to be negotiated in good faith by Sellers and Buyer, executed by Sellers;

     (vii) the “Sublease of Vehicles” in the form to be negotiated in good faith by Sellers and Buyer, executed by Sellers;

     (viii) the “Sublicense of Software” in the form to be negotiated in good faith by Sellers and Buyer, executed by Sellers;

     (ix) assignments of certain Intellectual Property in the form to be negotiated in good faith by Seller and Buyer, executed by Sellers;

     (x) executed counterparts of each other Ancillary Agreement to which the Sellers are a party;

     (xi) the certificates, opinion and other documents required to be delivered pursuant to Section 6.4;

     (xii) such other, bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and its legal counsel and executed by Sellers; and

     (xiii) to the extent requested by Buyer, tax clearance certificates or similar documents required by any taxing authority, as duly executed by each Seller (as necessary).

(b) Buyer shall deliver to Sellers:

(i) Payment of the Purchase Price by wire transfer to an account specified by Sellers in a writing to be delivered to Buyer at least three (3) Business Days prior to the Closing Date;

     (ii) the Bill of Sale, Assignment and Assumption Agreement executed by Buyer and Copy Centers;

     (iii) the Transition Services Agreement executed by Buyer and Copy Centers;

     (iv) the Facilities Maintenance Agreement executed by Buyer and Copy Centers;

     (v) the License Agreement executed by Buyer and Copy Centers;

     (vi) the Sublease of Real Property executed by Buyer and Copy Centers;

     (vii) the Sublease of Vehicles executed by Buyer and Copy Centers;

     (viii) the Sublicense of Software executed by Buyer and Copy Centers;

     (ix) assignments of certain Intellectual Property in the form to be negotiated in good faith by Seller and Buyer, executed by Buyer and Copy Centers;

     (x) executed counterparts of each other Ancillary Agreement to which the Buyer is a party; and

     (xi) the certificates, opinion and other documents required to be delivered pursuant to Section 7.4.

      2.8 LIMITATION ON ASSIGNMENT OF CONTRACTS AND RIGHTS

     Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any claim, contract, license or other agreement or any claim, right or benefit arising thereunder or resulting therefrom if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Sellers or Buyer thereunder so that Buyer would not in fact receive all such rights, Buyer and Sellers will cooperate with each other in any arrangement designed to provide for Buyer the benefits of any such claim, contract, license or other agreement. Any transfer or assignment to Buyer by Sellers of any contract or agreement that requires the consent or approval of any third party shall be made subject to such consent or approval being obtained.

      2.9 ADJUSTMENT AMOUNT AND PAYMENT

     (a) The “Adjustment Amount” will be equal to the amount determined pursuant to Sections 2.9(b), 2.9(c) and 2.9(d), utilizing the “Closing AR Balances,” as determined in accordance with Section 2.10 hereof.

     (b) If the Closing AR Balances are less than $3,760,000, then Sellers shall pay Buyer a cash payment (delivered by wire transfer to the account of Buyer) equal to the positive net difference (if any) determined by subtracting the amount of the Closing AR Balances from the sum of $3,760,000, as an Adjustment Amount.

     (c) If the Closing AR Balances are equal to or greater than $3,760,000, but equal to or less than $3,938,000, then no payment shall be made by Sellers to Buyer, or by Buyer to Sellers, as an Adjustment Amount.

     (d) If the Closing AR Balances are greater than $3,938,000, then Buyer shall pay Sellers a cash payment (delivered by wire transfer to the account of Sellers) equal to the positive net difference (if any) determined by subtracting the sum of $3,938,000 from the amount of the Closing AR Balances, as an Adjustment Amount.

      2.10 ADJUSTMENT PROCEDURE

     (a) “AR Balances” shall mean the total Accounts Receivable attributable to the Business, without any allowance for doubtful accounts.

     (b) Buyer shall prepare the AR Balances as of the Effective Time on the Closing Date (the “Closing AR Balances”) on the same basis and applying the same accounting principles, policies and practices that were historically used by Sellers in the preparation of its financial statements. Buyer shall deliver the Closing AR Balances to Sellers within sixty (60) days following the Closing Date. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing AR Balances when received and Buyer shall provide Sellers with access to all related working papers.

     (c) If within thirty (30) days following delivery of the Closing AR Balances Sellers have not given Buyer written notice of their objection as to the Closing AR Balances calculation (which notice shall state the basis of Sellers’ objection), then the Closing AR Balances calculated by Buyer shall be binding and conclusive on the parties and be used in computing the Adjustment Amount.

     (d) If Sellers duly give Buyer such notice of objection, and if Sellers and Buyer fail to resolve the issues outstanding with respect to the Closing AR Balances within thirty (30) days of Buyer’s receipt of Sellers’ objection notice, Sellers and Buyer shall submit the issues remaining in dispute to Ernst & Young LLP, independent public accountants or such other independent accounting firm mutually agreed to by Buyer and Sellers (the “Independent Accountants”), for resolution applying the principles, policies and practices referred to in Section 2.10(b). If issues are submitted to the Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any

material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Sellers and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing AR Balances; and (iii) Sellers and Buyer will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination.

     Subject to the limitations and exceptions set forth in this Agreement, including, without limitation, in the attached Schedule of Exceptions dated as of the date hereof (the “ Schedule of Exceptions ”), the Sellers make the following representations and warranties to the Buyer. Notwithstanding references in the Schedule of Exceptions to specific sections of this Agreement, the disclosure of any exception set forth in the Schedule of Exceptions shall be deemed an exception to all representations, warranties and covenants to which such exception may be applicable.

      3.1 ORGANIZATION

     Each Seller is a corporation duly incorporated and validly existing under the laws of the State of Oregon, with full corporate power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use.

      3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT

     (a) The execution, delivery and performance of this Agreement by Sellers have been duly authorized by all necessary corporate action by each Seller. This Agreement has been duly and validly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (b) legal and equitable limitations on the availability of specific remedies.

     (b) The execution and delivery of this Agreement by Sellers, and the consummation of the transactions contemplated hereby and the performance by Sellers of their respective obligations hereunder, does not: (a) violate or conflict with any term, condition or provision of (i) the articles of incorporation or bylaws of either of the Sellers, (ii) any Contract to which either of the Sellers is a party or by which any of their respective properties are bound, or (iii) any Law applicable to either of the Sellers and which violation would, in the case of clauses (ii) and (iii), reasonably be expected to have a Material Adverse Effect; or (b) result in the creation of any Lien upon any of the properties of either of the Sellers or give to others (other than to Buyer) any interest or right in any of their respective

properties, including, a right to purchase any of such properties, except where such Lien, right or interest is not reasonably expected to have a Material Adverse Effect. No authorization, consent, or approval of, or filing with, any Governmental Authority is required in connection with the execution and delivery of, or performance by Sellers of their respective obligations under, this Agreement.

      3.3 SUFFICIENCY OF ASSETS

     The Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Sellers. All of the assets of Sellers necessary for the conduct of the Business as presently conducted by Sellers are in sufficient condition for their intended use.

      3.4 TITLE TO ASSETS; ENCUMBRANCES

     Seller owns good and transferable title to the Assets (or in the case of leased property, good and valid leasehold interests) free and clear of any Liens other than Permitted Liens.

      3.5 [RESERVED]

      3.6 FINANCIAL STATEMENTS; ARC REPORT

     (a) Sellers will have delivered to Buyer by the Closing Date unaudited balance sheets and income statements for the Business at and for the fiscal years ended December 31, 2003, 2004 and 2005 and the unaudited balance sheet and income statement at and for the nine-month period ended September 30, 2006 (collectively, the “Financial Statements”). The Financial Statements will have been prepared by the management of Sellers on a basis consistent with prior accounting periods, and, as adjusted, will present fairly the financial position of the Business.

     (b) The ARC Report (the “ARC Report”), a copy of which has been delivered to Buyer, is an internal accounting tool utilized by Sellers in assessing the performance of machines in the field. It is not reviewed by Sellers’ auditors, and only measures items of incremental cash flow from machines and transaction locations. The ARC Report is an accurate presentation of the gross number of copies produced by the photocopy machine and the net sales derived from the photocopy machines.

      3.7 ACCOUNTS RECEIVABLE

     All Accounts Receivable arising from the operation of the Business as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed by Sellers consistent with past practices. To Seller’s Knowledge, there is no contest, claim, defense or right of setoff, other than those in the ordinary course of the Business consistent with past practices, under any Seller Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable.

Schedule 3.7 contains a complete and accurate list of all Accounts Receivable as of September 30, 2006, which list sets forth the aging of each such Account Receivable.

      3.8 TAXES

     (a) The Sellers have filed, or have had filed on their behalf, all Income Tax Returns and other material Tax Returns required to have been filed with respect to the Business or the Assets and have directly, or have had on their behalf, paid, withheld, or made provision for the payment of, all Taxes shown thereon as owing , except where the failure to file such Tax Returns or to pay, withhold or make provision for such Taxes would not have a Material Adverse Effect.

     (b) There have been no waivers or extensions of any statute of limitations filed with any Governmental Authority responsible for assessing or collecting Taxes in respect of any Tax Return of, or which includes, the Sellers, and no agreements to an extension of time with respect to a Tax assessment or deficiency.

     (c) There is no material action, suit, proceeding, investigation, audit, claim or assessment pending with respect to any liability for Tax of the Sellers, or with respect to any Tax Return of the Sellers.

     (d) Taxes which Seller is required by law to withhold or collect have been withheld or collected and have been paid over to the proper governmental entity or are properly held by Seller for such payment, and all withholdings, collections or other payments payable in connection therewith as of September 30, 2006 are fully reflected or disclosed in the financial statements of the Business as of September 30, 2006 included as a part of the unaudited financials as at such dates and for the periods then ended. All such Taxes are and will be so withheld, collected, paid over or held for payment as of the date of this Agreement and the Closing Date.

     (e) Schedule 3.8(e) contains a list of states, territories and jurisdictions (whether foreign or domestic) in which Sellers have filed Tax Returns relating to Taxes of the Business.

     (f) There are no Liens for Taxes on the Assets, except for Permitted Liens.

     (g) There are no Tax sharing or similar arrangements that include any Seller that in any way re