ASSET PURCHASE AGREEMENT

Exhibit 2.2

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is dated December 14, 2006 and is entered into

AMONG:		TRM (CANADA) CORPORATION, a corporation existing under the laws of Canada (hereinafter called the “Seller”),
AND:		EZEE ATM LP, a limited partnership under the laws of the Province of Ontario, by its general partner, EZEE ATM GP INC. (hereinafter called the “Purchaser”),
AND:		TRM CORPORATION, a corporation existing under the laws of Oregon (hereinafter called the “Shareholder”).

WHEREAS the Seller owns and operates a portfolio of automated teller machines in Canada; and

WHEREAS the Purchaser desires to acquire and the Seller desires to sell to the Purchaser at Closing substantially all of the assets related to this portfolio, more fully described below as the Purchased Assets, upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, IN CONSIDERATION of the premises and the mutual agreements herein contained, the parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Schedules .

     The following are the exhibits and schedules attached to and forming part of this Agreement:

		Exhibit “A”		—		Purchased Contracts
		Schedule 2.1		—		Purchased Assets
		Schedule 2.2		—		Excluded Assets
		Schedule 3.3		—		Allocation of Purchase Price
		Schedule 3.5		—		Purchase Price Adjustments
		Schedule 5.1		—		Exception Disclosure Schedule
		Schedule 5.1(d)		—		Required Consents
		Schedule 5.1(h)		—		Termination Notices
		Schedule 5.1(i)		—		Contracts

		Schedule 5.1(p)		—		Licenses
		Schedule 5.1(q)		—		Employee Plans
		Schedule 7.12		—		Employees

1.2 Defined Terms .

     In this Agreement, the following terms and expressions will have the following meanings:

	(a)		“3DES” has the meaning given to that term in subsection 1.2(vv).
	(b)		“Act” means the Business Corporations Act (Ontario) as in effect on the date hereof.
	(c)		“Actual Closing Date Payables” has the meaning given to that term in subsection 3.5(c).
	(d)		“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person. The term “control” means the possession, directly or indirectly, 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 the terms “controlled” and “controlling” have meanings correlative thereto.
	(e)		“Agreement” means this Asset Purchase Agreement, and all schedules and exhibits thereto, as the same may be amended, supplemented or restated, from time to time.
	(f)		“Ancillary Documents” means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller in connection with the transaction contemplated hereby.
	(g)		“Assigned Contracts” has the meaning given to that term in subsection 2.1(a).
	(h)		“Assumed Liabilities” has the meaning given to that term in Section 4.1.
	(i)		“ATM” means an automated teller machine or an automated banking machine.
	(j)		“ATM Management Contract” means a Contract to provide transaction processing and management services to an ATM through a Switch, together with such other ATM related services as may be specified in that Contract.
	(k)		“Base Inventory Amount” has the meaning given to that term in subsection 3.5(a).
	(l)		“Books and Records” has the meaning given to that term in subsection 2.1(h).

	(m)		“Business” means the business carried on by the Seller of owning ATMs (including the hardware and software necessary to deploy and operate the ATMs) and providing ATM transaction processing and management services in Canada (including, without limitation, setting surcharge rates, determining surcharge and interchange sharing arrangements and providing branding and other forms of surcharge-free access to ATMs).
	(n)		“Change Over Time” means 9:00 p.m. (Toronto time) on December 31, 2006.
	(o)		“Closing” means the completion of the sale of the Purchased Assets pursuant to this Agreement and any other transactions contemplated by this Agreement.
	(p)		“Closing Date” means January 8, 2007 or such other date as may be mutually agreed upon in writing by the Seller and the Purchaser.
	(q)		“Closing Date Payables” means all amounts payable and liabilities (whether absolute, accrued, contingent or otherwise) owing as at the Closing Date by the Seller to any Person, including without limitation Location Providers or Investors, under the Assigned Contracts, but for greater certainty shall not include Uncashed Cheques Liability.
	(r)		“Contract” means any contract, sub-contract, lease, sublease, license, loan agreement, mortgage, note, joint venture agreement, outsourcing agreement and partnership agreement or other contract, commitment, agreement, understanding or instrument of any kind, whether written or oral, and whether express or implied.
	(s)		“Declining Employees” has the meaning given to that term in subsection 7.13(a).
	(t)		“eFunds” has the meaning given to that term in section 7.17.
	(u)		“eFunds Agreement” has the meaning given to that term in section 7.17.
	(v)		“Employees” has the meaning given to that term in subsection 7.13(a).
	(w)		“Employee Plans” has the meaning given to that term in subsection 5.1(q).
	(x)		“Escrow Agreement” has the meaning given to that term in subsection 8.1(k).
	(y)		“Estimated Closing Date Payables” means the estimate of the Closing Date Payables, to be prepared in good faith by the Seller, delivered to the Purchaser at least two (2) Business Days prior to the Closing Date.
	(z)		“ETA” means the Excise Tax Act (Canada), as amended from time to time.
	(aa)		“Excluded Assets” has the meaning given to that term in Section 2.2.
	(bb)		“Expiration Date” has the meaning given to that term in subsection 10.1(d).

	(cc)		“Fee Transaction” means an ATM transaction resulting in the payment of an Interchange Fee.
	(dd)		“Financial Statements” means the Unaudited Financial Statements and the Interim Financial Statements.
	(ee)		“GAAP” means United States generally accepted accounting principles in effect from time to time.
	(ff)		“Holdback Amount” has the meaning given to that term in subsection 3.2(a).
	(gg)		“Indemnified Party” has the meaning given to that term in Section 11.3.
	(hh)		“Indemnifying Party” has the meaning given to that term in Section 11.3.
	(ii)		“Intellectual Property” means any trade or brand names, business names, trade-marks (including logos), trade-mark registrations and applications, service marks, service mark registrations and applications, equipment and parts lists and descriptions, instruction manuals, software, computer programs and code of all types, interfaces applications tools, internet web sites, and internet domain names together with all rights under licences, registered user agreements, technology transfer agreements and other Contracts relating to any of the foregoing, whether registered or unregistered.
	(jj)		“Interchange Fee” means the per transaction fee paid by a card issuer in respect of an ATM transaction.
	(kk)		“Interim Financial Statements” means the unaudited financial statements of the Seller as at and for the nine (9) month period ended September 30, 2006.
	(ll)		“Inventory” means all supplies, packaging materials, raw materials, spare parts and finished goods of the Business, including ATMs and parts therefor, but excluding: (i) all items of Inventory of a class, category or type of which no item has been sold in the twelve (12) month period prior to the Closing Date and (ii) all items of Inventory for which there is a greater than two (2) year supply based on the level of inventory turnover for such items for the twelve (12) month period ended December 31, 2005 (in which case only the items in excess of a two (2) year supply shall be excluded for purposes hereof).
	(mm)		“Inventory Count” has the meaning given to that term in Section 7.15.
	(nn)		“Investor” means the provider of a Purchased Contract ATM who is neither the Seller nor the owner, tenant or occupant of the Location at which the Purchased Contract ATM is located.
	(oo)		“Investor Contract” means a Purchased Contract with an Investor.

	(pp)		“Law” means: (i) any domestic or foreign statute, law (including the common and civil law and equity), constitution, code, ordinance, rule, regulation, restriction, regulatory, policy or guideline having the force of law, by-law (zoning or otherwise) or Order, (ii) any consent, exemption, approval or License of any Regulatory Authority, and (iii) any policy, practice or guideline of, or Contract with any Regulatory Authority which, although not actually having force of law, is considered by such Regulatory Authority as having the force of law.
	(qq)		“Licences” means all notifications, licenses, permits, franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations issued by any Regulatory Authority, and applications therefor.
	(rr)		“Lien” means any mortgage, lien, charge, restriction, pledge, security interest, hypothec, lease or sublease, claim, right of any third party, easement, encroachment, encumbrance or title retention agreement of any nature or kind.
	(ss)		“Location” means the location of a Purchased Contract ATM.
	(tt)		“Location Provider” means the Person under a Purchased Contract who is entitled to receive payments for allowing the Purchased Contract ATM to be located at its Location. For clarification, the Location Provider may be the owner, tenant or occupant of the Location or an Investor.
	(uu)		“Losses” , in respect of a matter, means all claims, demands, proceedings, losses, damages, liabilities, deficiencies, obligations costs, penalties, fines and expenses (including, without limitation, all loss of profit related solely to the Purchased Assets and all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising, incurred or suffered as a consequence of such matter but excluding any indirect or consequential damages, including lost opportunities, or any exemplary, punitive or special damages.
	(vv)		“Material Adverse Effect” means any effect that is or could reasonably be expected to be materially adverse to the Purchased Assets (taken as a whole) or the Assumed Liabilities (taken as a whole) or to the financial condition, results of operations, prospects, assets, liabilities or properties of the Shareholder including any effect that shall have occurred or been threatened that (when taken together with all other effects that have occurred or been threatened) is or could reasonably be expected to prevent or materially delay the performance by the Seller or the Shareholder of its obligations hereunder or under the Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, but excluding any effect resulting from or relating to: (i) general economic conditions or general effect on the industry (including, for greater certainty, any impact or change as a result of triple data encryption standards ( “3DES” )) in which the Business is primarily engaged, in either case, that do not affect the Purchased Assets (taken as a whole) or the Assumed Liabilities (taken as a whole) in a materially disproportionate manner; (ii) any action taken by the Purchaser or any Affiliate or

			representative of the Purchaser; (iii) the public announcement of the transactions contemplated by the Agreement; or (iv) the outbreak or escalation of hostility involving or affecting Canada or the occurrence of any other calamity or crisis (including any act of terrorism) or any change in political conditions in Canada or elsewhere.
	(ww)		“Non-Competition Period” has the meaning given to that term in Section 12.2.
	(xx)		“Non-Solicit Period” has the meaning given to that term in Section 12.1.
	(yy)		“Order” means any order, judgment, injunction, decree, stipulation, determination, award, decision, ruling or writ of any Regulatory Authority or other Person.
	(zz)		“Person” means an individual, legal person, corporation, partnership, association, limited liability company, joint stock company, joint venture trust, unincorporated organization, Regulatory Authority or other entity.
	(aaa)		“Purchased Assets” has the meaning given to that term in Section 2.1.
	(bbb)		“Purchased Contracts” means, subject to subsection 3.5(f)(iv)(A), any and all ATM Management Contracts under which the Seller provides transaction processing services in Canada through the Seller’s or the Seller’s agent’s Switch including, without limitation, those ATM Management Contracts identified on Schedule 5.1(i) hereto and the Wal-Mart Contract, as well as any and all Contracts with suppliers, sub-dealers and distributors of the Seller or otherwise relating to the Business as the Purchaser wishes to purchase.
	(ccc)		“Purchased Contract ATM” means an ATM which is subject to a Purchased Contract.
	(ddd)		“Purchase Price” has the meaning given to that term in Section 3.1.
	(eee)		“Purchase Price Contribution Amount” has the meaning given to that term in Exhibit “A” .
	(fff)		“Purchaser Indemnified Parties” has the meaning given to that term in Section 11.1.
	(ggg)		“Regulatory Authority” means any federal, state, regional, provincial, territorial, municipal, local or foreign (including Canadian) government or other political subdivision thereof, and any entity, court, commission, agency or official exercising executive, legislative, judicial, quasi-judicial, regulatory or administrative functions of or pertaining to government and shall include, for greater certainty, the Securities and Exchange Commission and any other equivalent body, foreign or domestic.
	(hhh)		“Required Consents” has the meaning given to that term in subsection 5.1(d).

	(iii)		“Retained Names and Marks” has the meaning given to that term in Section 7.11.
	(jjj)		“Seller Indemnified Parties” has the meaning given to that term in Section 11.2.
	(kkk)		“Seller Owned ATM” means the Purchased Contract ATMs identified in Exhibit “A” hereto under the column “Seller Owned ATMs”.
	(lll)		“Surcharge” means the convenience fee charged to a customer in respect of a Fee Transaction.
(mmm)  “Switch” means a Person who processes ATM transactions through Interac.
	(nnn)		“Taxes” means (a) all taxes, assessments, charges, duties, fees, levies and other charges of a Regulatory Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added, GST, HST and all other taxes of any kind for which a Seller or the Purchaser may have any liability imposed by any Regulatory Authority, whether disputed or not, and any charges, interest or penalties imposed by any Regulatory Authority with respect to the foregoing, and (b) any liability for the payment of any amount of the type described in the immediately preceding clause as a result of being a “transferee” (within the meaning of section 160 of the Tax Act or any other applicable Law) of another Person or a member of an affiliated, related or combined group.
	(ooo)		“Tax Act” means the Income Tax Act (Canada), as amended from time to time.
	(ppp)		“Tax Return” means any report, return, declaration or other information required to be supplied to a Regulatory Authority in connection with Taxes, including estimated returns and reports of every kind with respect to Taxes.
	(qqq)		“Termination Date” means the date prior to Closing when this Agreement is terminated in accordance with Article 10.
	(rrr)		“Time of Closing” means 10:00 a.m. (Toronto time) on the Closing Date.
	(sss)		“Transferred Employees” has the meaning given to that term in subsection 7.13(a).
	(ttt)		“Transition Period” has the meaning given to that term in Section 7.11.
	(uuu)		“TRM Competitive Business” has the meaning given to that term in subsection 12.2(b).
	(vvv)		“Unaudited Financial Statements” means the unaudited financial statements of the Seller as at and for the financial years ended December 31, 2004 and December 31, 2005, including the notes thereto.

	(www)		“Uncashed Cheque Liability” has the meaning given to that term in subsection 3.4(b).
	(xxx)		“Uncashed Cheques List” has the meaning given to that term in subsection 3.4(b).
	(yyy)		“Underlying Contracts” has the meaning given to that term in subsection 3.5(f)(iv)(B).
	(zzz)		“Vault Cash” means any money, currency or funds located in an ATM for cash withdrawal by a holder of a credit card, debit card, loyalty card or similar card that permits access to services at an ATM.
	(aaaa)		“Vault Cash Agreement” has the meaning given to that term in Section 7.16 hereof.
	(bbbb)		“Wal-Mart Consent” has the meaning given to that term in subsection 8.1(d).
	(cccc)		“Wal-Mart Contract” means the Amended and Restated License Agreement dated September 26, 2006 between Wal-Mart Canada Corp. and the Seller.
	(dddd)		“Wal-Mart Group” has the meaning given to that term in subsection 12.2(b).

1.3 Currency .

     Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian funds.

1.4 Sections and Headings .

     The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to a section, subsection, clause or a schedule refers to the specified section, subsection or clause of or schedule to this Agreement.

1.5 Number, Gender and Persons .

     In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing Persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities.

1.6 Entire Agreement .

     This Agreement, the Non-Disclosure Agreement between the Shareholder and the Purchaser dated April 25, 2006 and the Ancillary Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral (including the expression

of interest dated September 8, 2006 executed by the Purchaser and the Seller). There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

1.7 Time of Essence .

     Time shall be of the essence of this Agreement.

1.8 Applicable Law .

     This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all courts competent to hear appeals therefrom.

1.9 Severability .

     If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

1.10 Successors and Assigns .

     This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective successors and permitted assigns. Subject to Section 13.6, no party may assign any of its rights or obligations hereunder without the prior written consent of the other parties.

1.11 Amendment and Waivers .

     No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

1.12 Knowledge .

     In this Agreement, the phrase “to the Knowledge of the Seller” or other similar phrases means to the actual knowledge of Dan Tierney, Jeff Conn, Michael Scully and Graham Alexander, after reasonable due inquiry and diligence.

ARTICLE 2
PURCHASE AND SALE OF PURCHASED ASSETS

2.1 Purchased Assets .

     The Seller hereby agrees to sell, transfer and assign to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, in consideration for the Purchase Price, all of the Seller’s right, title and interest in and to, except for the Excluded Assets, all of the assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, relating to or utilized in the Business in existence on the date hereof and any additions thereto on or before the Closing Date including, without limitation, the following assets, properties and rights (the “Purchased Assets”) :

(a)

all right, title and interest of the Seller under the following Contracts (collectively, the “Assigned Contracts” ):

	(i)		the Purchased Contracts;
	(ii)		leases of personal property set out in part I of Schedule 2.1 ;
	(iii)		orders or Contracts for the provision of goods or services by the Seller in connection with the Business in the ordinary course of business, including unfilled purchase or service orders which relate to the Business accepted by the Seller in the ordinary course of business;
	(iv)		the Wal-Mart Contract; and
	(v)		the other Contracts described in part II of Schedule 2.1 ;

	(b)		all of the Seller Owned ATMs and related accessories;
	(c)		all of the Inventory;
	(d)		all equipment, furnishings, tooling and other assets and all spare and replacement parts and ancillary assets thereto used in connection with the Business including, without limitation, the assets described in part III of Schedule 2.1 ;
	(e)		subject to subsection 2.1(f) and Section 7.11, all Intellectual Property relating to or utilized in the Business;
	(f)		all Intellectual Property relating to the “Access Cash” name in Canada only;
	(g)		subject to Section 7.11, all goodwill associated with the Business, together with the exclusive right for the Purchaser to represent itself as carrying on the Business in succession to the Seller and the right to use any words indicating that the Business is so carried on;

	(h)		all books, records, files and documents (other than those required by Law to be retained by the Seller, copies of which will be made available to the Purchaser) relating to the Business or the Purchased Assets including, without limitation, relevant employee work product owned by the Seller whether located on any laptops, desktops or otherwise stored electronically or in written form, customer and supplier lists, business reports, sales records, price lists and catalogues, sales literature, brochures and presentations, advertising material, service records, employee manuals, personnel records for the Employees, supply records, inventory records, software licence agreements, user manuals, financial, accounting, operations and sales books, records (including purchase orders and invoices), books of account, and correspondence files (together with, in the case of any such information which is stored electronically, the media on which the same is stored) (the “Books and Records” );
	(i)		all warranties, representations, covenants, indemnities and similar rights (express and implied) which benefit the Seller and apply solely to the Business or any of the Purchased Assets;
	(j)		the benefit of all restrictive covenants, confidentiality agreements, Orders or other rights under which the Seller is entitled to prevent any sales representative, dealer, distributor or current or former employee from competing with the Seller in Canada solely in respect of the Business, soliciting any Location Providers or disclosing any confidential information concerning the Purchased Assets or the Locations; and
	(k)		rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller solely in connection with the Business, whether arising by way of counterclaim or otherwise, if any (including, without limitation, in respect of any Person who terminated an ATM Management Contract with the Seller in the last twelve (12) months).

     Notwithstanding subsections 2.1(i), (j) and (k), the Seller shall retain any and all benefits and rights as described therein in connection with any actions, lawsuits, judgments, claims and demands that may be asserted against it by any third party, including all defences and rights of counterclaim to such actions, lawsuits, judgments, claims and demands.

2.2 Excluded Assets .

     For greater certainty, the Purchased Assets shall not include any of the following property, assets or undertaking (collectively, the “Excluded Assets” ):

(a)

any right, title and interest of Seller in and to the Retained Names and Marks as well as the “Access Cash” name outside of Canada (and all related Intellectual Property) and the Access Cash U.S. website as well as the Actress website, Oracle software licence, and ATM Manager Pro licence;

	(b)		any right, title and interest in and to the “Access Cash” brand name anywhere outside of Canada;
	(c)		assets relating to any business of the Seller other than the Business (including, without limitation, the business of owning and operating photocopier machines) such as photocopier equipment and parts and related Contracts as well as all computer equipment, software and tooling of those Employees other than Transferred Employees;
	(d)		any and all right, title and interest of the Seller under the Contracts listed in Schedule 2.2 hereto;
	(e)		any trade accounts receivable and trade debts due or accruing due to the Seller relating to the Business as at the Closing Date;
	(f)		the leased facilities and all furniture and fixtures contained therein;
	(g)		any bank accounts of the Seller; and
	(h)		the rights that accrue to the Seller hereunder.

ARTICLE 3
PURCHASE PRICE

3.1 Purchase Price .

     The purchase price payable by the Purchaser to the Seller for the Purchased Assets (the “Purchase Price” ) shall be the aggregate sum of $14,050,000 subject to the adjustments provided for in Sections 3.5 and 7.18 and Schedule 5.1, payable by wire transfer as set forth in Section 3.2. In addition to the foregoing payment, as consideration for the sale, assignment and transfer of the Purchased Assets, the Purchaser shall assume and discharge the Assumed Liabilities in accordance with Section 4.1.

3.2 Payment of Purchase Price .

     At the Time of Closing, the Purchaser shall:

	(a)		deliver to the Escrow Agent (as this term is defined in the Escrow Agreement) on behalf and for the account of the Seller: (i) $1,000,000 (the “Holdback Amount” ) to be dealt with in accordance with the terms of the Escrow Agreement; and
	(b)		pay or cause to be paid to the Seller an amount equal to the Purchase Price minus the Holdback Amount and plus or minus , as the case may be, the net amount of the adjustments, if any, provided for in Section 3.5 hereof to the extent that such adjustments are to be made as of the Closing Date.

3.3 Allocation of Purchase Price .

     Subject to the adjustments provided for in Section 3.5, the Purchase Price shall be allocated among the Purchased Assets in the manner set out in Schedule 3.3 . The Purchaser and the Seller shall file their Tax Returns on the basis of such allocation and no party to this Agreement shall thereafter take a Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Canada Revenue Agency or other Regulatory Authority.

3.4 Accounts Receivable and Uncashed Cheques

	(a)		The Purchaser shall purchase all accounts receivable relating to the Purchased Contracts from the Seller following the Closing for a purchase price to be agreed upon by the Purchaser and the Seller. If the Purchaser and the Seller cannot agree upon the purchase price for such accounts receivable by February 28, 2007, such accounts receivable shall not be purchased by the Purchaser. The Purchaser and the Seller agree that the purchase price paid for such accounts receivable shall be allocated to such accounts receivable and the Purchaser and the Seller shall file their Tax Returns on the basis of such allocation and no party to this Agreement shall thereafter take a Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Canada Revenue Agency or other Regulatory Authority.
	(b)		On February 28, 2007, the Seller shall deliver a detailed list of all uncashed cheques in circulation relating to amounts payable as at February 25, 2007 by the Seller to any Location Providers or Investors under the Assigned Contracts (with name of payee, amount and such other information as the Purchaser may reasonably request) (the “Uncashed Cheques List” ) to the Purchaser and, as of February 28, 2007, the Purchaser shall assume all liabilities of the Seller in respect of the uncashed cheques identified in the Uncashed Cheques List (the “Uncashed Cheques Liability” ). In consideration for the assumption by the Purchaser of the Uncashed Cheques Liability, the Seller shall pay to the Purchaser on February 28, 2007 an amount equal to the Uncashed Cheques Liability.

3.5 Adjustments .

     At or after Closing, as the case may be, the Purchase Price will be adjusted as follows:

	(a)		To the extent that the value of the Inventory according to the Inventory Count exceeds the amount equal to $283,446.08 (the “Base Inventory Amount” ), by increasing the Purchase Price by $1 for each dollar above the Base Inventory Amount.
	(b)		To the extent that the value of the Inventory according to the Inventory Count is less than the Base Inventory Amount, by reducing the Purchase Price by $1 for each dollar below the Base Inventory Amount.

	(c)		The Purchase Price shall be reduced at Closing by the amount of the Estimated Closing Date Payables. No later than fifteen (15) Business Days following the Closing Date, the Seller shall deliver to the Purchaser a statement setting out the actual amount of the Closing Date Payables as at the Closing Date, broken down by creditor and amount per creditor (the “Actual Closing Date Payables” ), along with reasonable details and supporting documentation and reports (including from the relevant Seller’s Switches). Accordingly, if the amount of the Actual Closing Date Payables exceeds the amount of the Estimated Closing Date Payables, then the Seller shall promptly pay to the Purchaser the amount of such excess. If, however, the amount of the Estimated Closing Date Payables exceeds the amount of the Actual Closing Date Payables, then the Purchaser shall promptly pay to the Seller the amount of such excess.
	(d)		The Seller acknowledges having been informed by the Purchaser that the Purchase Price has been determined by the Purchaser on the basis that the Wal-Mart Contract covered the management by the Seller of 279 ATMs, but that only 242 such ATMs are currently in operation and managed by the Seller under the Wal-Mart Contract. The Seller and the Purchaser agree that, in the event that 37 additional ATMs are not in operation under the Wal-Mart Contract by the Closing Date, the Purchase Price shall be reduced by the amount of $1.1,500 per ATM below the target of 37 additional ATMs. The total number of ATMs in operation under the Wal-Mart Contract as at the Closing Date is hereinafter referred to as the “Wal-Mart Baseline” .
	(e)		The Seller and the Purchaser agree that, for every ATMs in operation and managed under the Wal-Mart Contract as of February 28, 2007 in excess of the Wal-Mart Baseline, the Purchase Price shall be increased by $11,500 for each such excess ATM. Any amount owing by the Purchaser to the Seller under this subsection (f) shall be payable by no later than March 9, 2007.
	(f)		The Seller and the Purchaser agree that, in the event any Purchased Contract ATM listed in Exhibit “A” (excluding Purchased Contract ATMs governed by the Wal-Mart Contract) is either:

	(i)		no longer processing transactions as at the Time of Closing other than for seasonal reasons only or for other mutually agreed Purchased Contract ATMs; or
	(ii)		subject to a termination notice received by the Seller on or prior to the Closing Date (whether or not such Purchased Contract ATM is processing transactions as at the Time of Closing) pursuant to which a Location Provider, customer, distributor or dealer has indicated its intention to terminate the ATM Management Contract for that Purchased Contract ATM or to cease operating a Purchased Contract ATM;

then the Purchase Price shall be reduced as follows:

	(iii)		for each Purchased Contract ATM covered by subsection 3.5(f)(i) above, by an amount equal to the Purchase Price Contribution Amount set out in Exhibit “A” for such Purchased Contract ATM;
	(iv)		for each Purchased Contract ATM covered by subsection 3.5(f)(ii) above, by an amount equal to the Purchase Price Contribution Amount set out in Exhibit “A” for such Purchased Contract ATM which is subject to a termination notice provided that in the event a termination notice:

	(A)		has been received on or prior to the Closing Date and that the Seller has proceeded to enter into a new or revised ATM Management Contract (in a form satisfactory to the Purchaser, acting reasonably) for such Purchased Contract ATM for a 5-year term prior to the Closing Date providing at least ninety percent (90%) of the amount of net revenue to the Seller prior to the renegotiation of the ATM Management Contract, then there shall be no adjustment to the Purchase Price. However, if such new or revised ATM Management Contract provides for net revenue to the Seller which is less than ninety percent (90%) of the amount of net revenue to the Seller prior to the renegotiation of the ATM Management Contract, then the Purchaser shall have the option to either exclude such ATM Management Contract from the Purchased Contracts (in which case the Purchase Price shall be reduced by the amount of the Purchase Price Contribution Amount for the Purchased Contracts ATM relating to such ATM Management Contract) or choose to include such ATM Management Contract as a Purchased Contract (in which case the Purchase Price shall be reduced by an amount equal to the Purchase Price Contribution Amount for the Purchased Contracts ATM relating to such ATM Management Contract pro-rated on the basis of the net revenue received by the Seller under the ATM Management Contract prior to the re-negotiation divided by the net revenue received by the Seller after the re-negotiation); or
	(B)		relates to an ATM Management Contract with a dealer or distributor (which itself has entered into one or more ATM Management Contracts with Location Providers for the Purchased Contract ATMs (the “Underlying Contracts” )) and provides for the termination of the Underlying Contracts at the expiry of their term, then the Purchase Price shall be reduced for each Underlying Contract so affected by an amount equal to the remaining number of 30-day periods in the term of such Underlying Contract multiplied by 50% divided by 72, the product of which is then multiplied by the Purchase Price Contribution Amount for the Purchased Contract ATM relating to such Underlying Contract.

			Exhibit “A” shall be updated immediately prior to the Closing to show which ATMs are processing transactions as at the Time of Closing solely for the purposes of computing an adjustment to the Purchase Price pursuant to this Subsection 3.5(f)(iv).
	(g)		The Seller and the Purchaser agree that, in the event that there are any Purchased Contract ATMs (excluding ATMs covered by the Wal-Mart Contract) processing transactions as at the Time of Closing in addition to those listed in Exhibit “A” , then the Purchase Price shall be increased by an amount equal to the net revenue per transaction to the Seller as provided for in the ATM Management Contract for such Purchased Contract ATM multiplied by 200 multiplied by 37 for each such additional Purchased Contract ATM.
	(h)		There shall also be adjustments to the Purchase Price as set out in Schedule 3.5.

3.6 Payment of Taxes .

     The Purchaser will pay direct to the appropriate taxing authorities all sales and transfer taxes, registration charges and transfer fees, and applicable excise taxes (including GST) applicable in respect of the purchase and sale of the Purchased Assets under this Agreement and, upon the reasonable request of the Seller, the Purchaser will furnish proof of such payment.

     The Seller and the Purchaser agree that they shall jointly execute and timely file an election under Section 167 of the ETA and similar elections under applicable provincial legislation with respect to the purchase and sale of the Purchased Assets pursuant to this Agreement.

     The Purchaser shall, at all times, indemnify and hold harmless the Seller, its directors, officers, and employees against and in respect of any and all amounts assessed by any taxing authority in the event that the election under Section 167 of the ETA or similar elections under applicable provincial legislation made by the Purchaser was inapplicable, invalid, or not properly made, including all taxes, interest, and penalties assessed as a consequence of or in relation to any such assessment. This indemnity shall survive the Closing Date for the period set forth in subsection 6.1(c).

ARTICLE 4
ASSUMPTION OF LIABILITIES

4.1 Assumption of Certain Liabilities by the Purchaser .

     Subject to the provisions of this Agreement, the Purchaser agrees to assume, pay, satisfy, discharge, perform and fulfil, from and after the Time of Closing, the following (the “Assumed Liabilities” ):

(a)

the obligations of the Seller arising after the Closing Date pursuant to the Assigned Contracts, to the extent such obligations are not required to be performed on or prior to the Closing Date, are disclosed on the face of such

			Assigned Contracts and accrue and relate to the operation of the Business subsequent to the Closing Date; and
	(b)		the Actual Closing Date Payables (with evidence of such payment being provided to the Seller upon its reasonable request); and
	(c)		as of and from February 28, 2007 and upon receipt from the Seller of the deliveries and payment set forth in subsection 3.4(b), the Uncashed Cheques Liability to the extent such liabilities are set forth in the Uncashed Cheque List.

     On and from the Time of Closing, the Purchaser shall indemnify, defend and hold harmless the Seller from, against and in respect of, any Losses arising out of or relating to any Assumed Liabilities.

4.2 No Other Liabilities .

     The parties acknowledge and agree that the Assumed Liabilities are the only liabilities of the Seller or of the Business which the Purchaser shall assume or be liable for and the Seller hereby agrees to retain its liability for all liabilities, debts and obligations of any nature or kind except for the Assumed Liabilities. The Seller and the Shareholder shall, jointly and severally, indemnify, defend and hold harmless the Purchaser from, against and in respect of, any Losses arising out of or relating to any liability or obligation of the Seller or the Business of any nature whatsoever except the Assumed Liabilities. For greater certainty, the Purchaser shall not assume any other obligations or liabilities of the Seller including, without limitation, any obligation or liability in respect of:

	(a)		Taxes with respect or relating to any period prior to the Closing Date;
	(b)		any indebtedness with respect to borrowed money, notes payable or capital leases (including any interest or penalties accrued thereon);
	(c)		any guarantee of any indebtedness of any Person;
	(d)		relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law, breach of Contract, workers’ compensation, pay equity or health and safety matters or any other actual or alleged failure of the Seller to perform any obligation, in each case arising out of, or relating to, (A) acts or omissions that shall have occurred, (B) services performed, (C) the ownership or use of the Purchased Asset or (D) the operation of the Business, in each case prior to the Closing;
	(e)		relating to, resulting from or arising out of any non-Business operation of such Seller or any former operation of the Seller that has been discontinued or disposed of prior to the Closing;
	(f)		any liabilities for accrued but unused vacation for any Employee as at the Time of Closing; and

(g)

pertaining to any Excluded Asset.

Such excluded liabilities shall include all claims, actions, litigation or proceedings relating to any or all of the foregoing and all reasonable costs and expenses in connection therewith.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties by the Seller .

     The Seller hereby represents and warrants to the Purchaser that the statements set out below are correct now and will be correct at the Time of Closing and acknowledges that the Purchaser is relying on such representations and warranties in connection with the purchase of the Purchased Assets. Those statements are, however, subject to the exceptions set out in the exception disclosure schedule attached hereto as Schedule 5.1 .

	(a)		Organization . The Seller will as of Closing be validly existing under the Canada Business Corporations Act and as of Closing will have the corporate power to own, lease and operate its property and to carry on the Business as now being conducted by it. The Seller is duly qualified as a corporation to do business in each jurisdiction in which the nature of the Business or the property and assets owned or leased by it in connection with the Business makes such qualification necessary. No proceedings have been taken or authorized by the Seller with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Seller.
	(b)		Authorization . The Seller possesses the necessary corporate power and authority to enter into and perform its obligations under this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding obligation of the Seller, enforceable against it by the Purchaser in accordance with its terms.
	(c)		No Other Agreements to Purchase . No Person other than the Purchaser has any written or oral Contract or option or any right or privilege (whether by Law, preemptive or contractual) capable of becoming a Contract or option or a first refusal, first-offer or similar preferential right for the purchase or acquisition of any of the Purchased Assets.
	(d)		No Violation, Consents . The execution and delivery of this Agreement by the Seller and the consummation of the transactions herein provided by the Seller will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of, or termination of any obligation owing to, the Seller under: (i) any Contract to which the Seller is a party or by which it is or its properties are bound, including the Assigned Contracts; (ii) any provision of the constating documents, governing documents, by-laws or resolutions of the board of directors (or any committee

			thereof) or shareholders of the Seller; (iii) any Order affecting the Seller; or (iv) any Licenses held by the Seller or necessary to the ownership of the Purchased Assets or the operation of the Business. This Agreement, the entering into of this Agreement by the Seller and the consummation of the transactions contemplated under this Agreement do not require the consent, approval, waiver or authorization of, or notice to, any Person, including under any Law or the Purchased Contracts, save and except as set forth in Schedule 5.1(d) hereto (the “Required Consents” ).
	(e)		Title to Purchased Assets . The Seller is the sole legal and beneficial owner of the Purchased Assets, has good and marketable title to the Purchased Assets free and clear of any Liens and upon Closing, the Purchaser will acquire good and marketable title to the Purchased Assets, free and clear of any Liens. Any tangible assets included in the Purchased Assets, including the Seller Owned ATMs and the Inventory (i) are, in all material respects, in good operating condition and are in a state of good repair and maintenance subject to ordinary wear and tear of like property of comparable age in accordance with generally accepted industry practices and except as disclosed to the Purchaser, (ii) are usable in the regular and ordinary course of business, and (iii) conform, in all material respects, to all applicable Laws. The Purchaser acknowledges that there are certain Liens that arise pursuant to statute, including liens for taxes or assessments and similar charges and mechanics and materialmen’s and contractors’ liens, provided that the Seller hereby represents and warrants to the Purchaser that there exist no facts that would allow such Liens to be perfected with respect to any of the Purchased Assets.
	(f)		Compliance with Laws . Except as disclosed herein, all aspects of the Business are conducted by the Seller in compliance in all material respects with all applicable Laws. Without restriction as to the generality of the foregoing, the Business is in compliance in all material respects with, and is not in material violation of, any applicable Law and no notice has been received by, or claim has been filed against, or, to the Knowledge of the Seller, threatened to be filed against, the Seller alleging any such violation. The Seller has filed all Licenses required for the Business to be filed with any Regulatory Authority on or prior to the date hereof. Notwithstanding the foregoing, not all ATMs may be 3DES compliant.
	(g)		Exhibit “A” . The information set out in Exhibit “A” is correct and complete and complies with the description set out in the footnote to each column of Exhibit “A” . Exhibit “A” will be updated immediately prior to the Closing to show which ATMs are processing transactions as at the Time of Closing (such updating to reflect only changes between the date of execution of this Agreement and the Closing Date).
	(h)		Suppliers and Customers . To the knowledge of the Seller, the relationships of the Seller with each of the suppliers, customers, distributors and dealers of the Business, including without limitation the Location Providers, are good commercial working relationships in all material respects and no supplier,

customer, distributor or dealer of the Business, including, without limitation, any Location Provider, has cancelled or otherwise terminated, or threatened in writing (to the attention of the Seller) to cancel or otherwise terminate, its relationship with the Seller. Except as disclosed in Schedule 5.1(i) (as updated as at Closing for the purpose of section 3.5(g)), the Seller has not received any written notice that any supplier, customer or distributor of the Business, including without limitation any Location Provider of the Seller, will not continue such relationship with the Purchaser further to the consummation of the transactions contemplated hereby.

(i)

Contracts . Schedule 5.1(i) sets forth a materially true, correct and complete list of the following Contracts (other than any Contracts forming part of the Excluded Assets) related or utilized in the Business currently in force, or under which the Seller has continuing liabilities or obligations:

	(i)		all leases relating to leased real or personal property and all other Contracts involving any properties or assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $10,000 individually by the Seller;
	(ii)		all Contracts that (A) limit or restrict the Seller or any officers or employees of the Seller from engaging in any business or other activity in any jurisdiction, (B) create or purport to create any exclusive or preferential relationship or arrangement that limit the Seller or the Business, or (C) otherwise restrict or limit the Seller’s ability to operate the Business;
	(iii)		all Contracts for capital expenditures or the acquisition or construction of assets requiring the payment by the Seller of an aggregate annual amount in excess of $25,000;
	(iv)		all Contracts with any Investor, agent, distributor, sub-dealer or representative;
	(v)		all Contracts for the granting or receiving of a License or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment;
	(vi)		all Contracts to which the Seller is a party (A) with respect to Intellectual Property licensed or transferred to any third party (other than end user Licenses in the ordinary course of business) or (B) pursuant to which a third party has licensed or transferred any Intellectual Property to the Seller;
	(vii)		all Contracts (including ATM Management Contracts) with customers or suppliers, including the Purchased Contracts;

	(viii)		all outstanding powers of attorney empowering any Person to act on behalf of the Seller;
	(ix)		any Contract entitling any Person to any profits, revenues or cash flow of the Seller or the Business or requiring payments or other distributions based on such profits, revenues or cash flows;
	(x)		any Contract with any Affiliate of the Seller;
	(xi)		any Contracts with any Regulatory Authority;
	(xii)		any employment or consulting Contract or any other written Contract with any Employee; and
	(xiii)		all offers (excluding price quotations and/or tenders provided in the ordinary course of business consistent with past practice), that, if accepted, would bind or otherwise impose obligations upon the Seller after the Closing Date.

	(j)		Assigned Contracts . The Seller is entitled to assign the Assigned Contracts (other than the Wal-Mart Contract) in accordance with this Agreement. Each Assigned Contract is in full force and effect, unamended and is legal, valid, binding and enforceable in accordance with its terms with respect to the Seller and, to the Knowledge of the Seller, each other party thereto. There is no material term, obligation, understanding or agreement that would modify any term, obligation, understanding or agreement of any Assigned Contract or any right or obligation of a party thereunder which is not reflected on the face of such Assigned Contract. The Seller is not participating in any discussions or negotiations regarding a material modification of or amendment to any Assigned Contract or the entry into of any new material Contract applicable to the Business. The Seller and each of the other parties thereto have performed all material obligations to be performed under the Assigned Contracts, and neither the Seller nor, to the Knowledge of the Seller, any other party thereto is in default under any provision of such Assigned Contracts, and no event or condition has occurred which constitutes, or which with the passage of time or the giving of notice or both will constitute, a default under any provision thereof. No waiver, indulgence or postponement of the material obligations under any of the Assigned Contracts has been granted by the Seller. The Seller has not received written notice that any Location Provider intends to cancel a Purchased Contract or to withdraw a Purchased Contract ATM from service under a Purchased Contract. None of the Location Providers has the right to terminate a Purchased Contract at law prior to the expiry of the term on notice, in the absence of breach by the Seller or other enumerated grounds for termination.
	(k)		ATMs . The ATMs referred to in the Purchased Contracts exist, are processing transactions and are located at the Locations set out in Exhibit “A” . All of the Seller Owned ATMs and, to the Knowledge of the Seller, all of the other

			Purchased Contract ATMs are in good operating condition, repair and maintenance in all material respects, except for normal wear and tear incurred in the ordinary course of business. The software which operates each Purchased Contract ATM complies with the specifications of Interac and the Seller’s or the Seller’s agent’s Switch. The software which operates each Purchased Contract ATM which (i) is a Seller Owned ATM or (ii) was sold by the Seller or any of its predecessors, complies with the original specifications of the manufacturer and had been properly licensed for use in the Purchased Contract ATM. Each of the Purchased Contract ATMs is in compliance with all Interac regulations and other requirements currently in effect and all current requirements of the Seller’s or the Seller’s agent’s Switch. Each of the Seller Owned ATMs that complies with and satisfies the 3DES standard has been identified on Exhibit “A” .
	(l)		Ownership . The Seller Owned ATMs other than those in Inventory are those identified as such on Exhibit “A” hereto.
	(m)		Communications Numbers . e-Funds owns all telephone numbers (including toll free telephone numbers), facsimile numbers and other communications numbers used in connection with the Business.
	(n)		Services . Exhibit “A” identifies those Locations where the Seller is responsible for providing or paying for (i) telephone lines or other telecommunication connections and/or (ii) the provision and/or loading of Vault Cash.
	(o)		Transactions . Other than as indicated on Exhibit “A2” and except for the portion of the Interchange Fee and Surcharge payable to the Location Providers as set forth in the Purchased Contracts, there are no Contracts or other obligations which will be binding on the Purchaser following Closing and which will require that any portion of the Interchange Fee or Surcharge be paid to a third party (including any payments to dealers, sales persons, agents or other intermediaries). None of the amounts payable to the Location Providers are subject to a Contract providing that they will increase in the future or under certain circumstances.
	(p)		Licences . Schedule 5.1(p) is a true and complete list of all Licenses held by the Seller in connection with the Business.
	(q)		Employee Plans . Schedule 5.1(q) sets forth a true, complete and accurate description of the material terms and conditions of each retirement, pension, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or other compensation plan or arrangement or other employee benefit which is maintained, or otherwise contributed to or required to be contributed to, by the Seller for the benefit of employees or former employees of the Seller employed in connection with the Business (the “Employee Plans” ). Each Employee Plan has been maintained in compliance with its terms and with the material requirements prescribed by any and all applicable Laws.

	(r)		Employees . Schedule 7.12 specified the length of hire, title or classification and rate of salary or hourly pay, compensation and commission or bonus entitlements (if any) for each Employee. None of the Employees has been absent continually from work for a period in excess of one month. There are no complaints, claims or charges outstanding, or to the best of the Knowledge of the Seller, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any Regulatory Authority against or in respect of the Seller under or in respect of any labour or employment-related Laws in the Provinces of Ontario, Manitoba and any other jurisdiction in which the Business operates. None of the Employees are in receipt of benefits under the Workplace Safety and Insurance Act (Ontario) or predecessor to that Act, or similar and applicable Laws in any other jurisdiction in which the Business operates. The Seller is in material compliance with the Employment Standards Act (Ontario) and other labour or employment-related Laws.
	(s)		Labour Relations .

(i)

No employee of the Seller, since becoming an employee of the Seller, has been, and currently is not, represented by a labour organization or group that was either certified or voluntarily recognized by any labour relations board or certified or