CONSULTING AGREEMENT

Exhibit 10.6(d)

CONSULTING AGREEMENT

     This Agreement is made between: TRM CORPORATION (“ Company ”) and Danial J. Tierney (“ Consultant ”).

     IN CONSIDERATION of the Company retaining the Consultant for independent consulting services and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and in consideration of the Company disclosing confidential information to the Consultant in order for the Consultant to provide services to the Company, it is agreed as follows:

1.1		The Consultant undertakes to provide the Company with consulting services over a six (6) month period commencing on January 2, 2007 (the “ Effective Date ”) and ending on July 1, 2007 (the “ Term ”). Consultant shall assist the Company with the sales of the United States photocopy business (“U.S. photocopy business”), the Canadian ATM business, a possible sale or disposal of the Canadian photocopy business, any other matters the Consultant had been working on immediately preceding termination of employment as Executive Vice President and such other matters as the Consultant and the President of the Company shall mutually determine. Consultant’s services shall be non-exclusive.
1.2		The Consultant is an independent contractor and shall not be considered as an employee of the Company.
1.3		The Consultant will be solely responsible to comply with and pay all income, sales, withholding or other taxes and make source deductions or pay other levies imposed by governmental or regulatory authorities and make all required remittances to the appropriate authority.
1.4		The Consultant shall perform the work in accordance with and in full compliance with the statutes, laws, ordinances and regulations governing his profession, trade or business. Consultant is being retained due to his substantial experience and expertise in the ATM and photocopier industry, and shall perform the professional services in a manner befitting that expertise and experience.
1.5		In consideration for the performance of the services contemplated by Section 1.1 hereof, the Company agrees to pay the Consultant a fee of $85,000 (the “ Consulting Fee ”) in equal monthly installments of $14,166.67 on the last business day of each calendar month from January 2007 through and including June 2007, subject to the following:

     (a) If a sale of the U.S. photocopy business closes during the Term of this Agreement, $50,000 of the Consulting Fee (or, if less than $50,000 of the Consulting Fee remains be paid, such lesser balance of the Consulting Fee) shall be accelerated and paid to the Consultant at the closing of the U.S. photocopy business or, if such sale closes in 2006, the Consultant shall be paid the $50,000 of the Consulting Fee on the Effective Date. If such acceleration occurs, the monthly installments shall then be adjusted to pay the remaining Consulting Fee evenly over the remaining number of installments.

     (b) If the Company sells the U.S. photocopy business during the Term and, with the Consultant’s assistance, the Company also sells the Canadian ATM business during the Term (or enters into a binding agreement to do so and such sale takes place pursuant to such agreement

within ninety days after the Term hereof), the Consultant shall be paid a bonus, in addition to the Consulting Fee, totalling $20,000 at the closing of the sale of the Canadian ATM business.

1.6		In addition to the compensation payable to the Consultant pursuant to Section 1.5 hereof, the Company shall provide the Consultant with continued use of the Consultant’s laptop computer (which the Consultant had been using immediately preceding termination of his employment with the Company), which the Consultant can purchase from the Company for $1.00 at the end of the Term. The Company will permit the Consultant to retain his TREO device, and shall pay its monthly service fee, not to exceed $150 per month, until the earlier of (i) one year from the Effective Date or (ii) the commencement of the Consultant’s employment with another employer, at which time the Consultant shall return such TREO device to the Company. The Company will reimburse the Consultant for the cost of maintaining a broadband connection in his home until the earlier of (i) one year from the Effective Date or (ii) the commencement of the Consultant’s employment with another employer. The Company will also reimburse the Consultant for reasonable out-of-pocket expenses related to performing services on behalf of the Company. Such expenses typically include, but are not limited to, telephone calls, postage, shipping, travel, meals and lodging expenses. All travel must be pre-approved by the Company.
1.7		The Consultant shall spend such time as reasonably may be required to perform his services hereunder not to exceed an average of two days per week during the Term. The Consultant acknowledges and agrees that during certain periods of time during the Term, particularly during the beginning of the Term, he will need to devote more than two days per week to perform his duties; however, in no event shall the Consultant be required to devote more than 52 days to the performance of his duties during the Term.

The Consultant agrees that the interim and final results of the services he performs hereunder shall become the sole property