PROCESSING SERVICES AGREEMENT

Exhibit 10.1

TRM ATM Corporation and eFunds Corporation

This Processing Services Agreement (“Agreement”) is entered into as of April 1, 2008 (the “Effective Date”) by eFunds Corporation (“eFunds”), and TRM ATM Corporation (“TRM” or “Customer”) (and together with eFunds, the “Parties”).

1. Recitals

     a. Whereas, a dispute has arisen between the parties relating to eFunds’ demands for TRM’s payment for services provided to TRM under the Master Services Agreement dated September 20, 2004 (the “MSA”);

     b. Whereas, a dispute has also arisen relating to TRM’s claims regarding eFunds’ performance of services contemplated under the MSA;

     c. Whereas, the parties intend to resolve those disputes through this Agreement;

     d. Whereas, by executing this Agreement, the parties intend to supersede and replace the MSA in its entirety;

     e. Whereas, in consideration for eFunds’ willingness to enter into this Agreement to provide services to TRM, TRM agrees to pay eFunds the sum of $2,500,000, which represents payment in full for (i) transition services rendered by eFunds under the MSA, and (ii) payment for early termination and total contract value of the MSA (the “Initial Payment”), and $288,000 (the “Secondary Payment”, together with the Initial Payment, the “Agreed Payment Amount”);

     f. Whereas, in consideration for TRM’s payment of the Agreed Payment Amount, eFunds has expended significant effort and expense transitioning services to TRM and agreed to continue a business relationship with TRM;

     g. Whereas, the payment of the Agreed Payment Amount by TRM to eFunds is an integral and essential part of this new Agreement, and eFunds would not agree to provide any services to TRM without TRM’s payment, and eFunds’ receipt, of this amount; Now, therefore, the Parties agree as follows:

2. Definitions

      a. Documentation means the documentation for Processing Services provided to the Customer by eFunds, as amended from time to time by eFunds.

      b. Live Transaction means a collection of related electronic messages designed to complete a Transaction, for other than test or certification purposes, at an automated teller machine (ATM), point of sale (POS) device, or other device that accepts debit or credit cards for payment or other funds transfer purposes, and that is concluded by a credit or a debit to a cardholder’s account.

      c. Network means an electronic funds transfer network supported by eFunds.

      d. Processing Services means the computer data processing services provided by eFunds to the Customer in accordance with Attachment A to this Agreement or, if applicable, other amendment to this Agreement.

      e. Products mean the Processing Services, computer software programs, Documentation, eFunds-supported files, and databases utilized by eFunds, additional products, and any modifications, revisions, enhancements, or updates to any of them.

      f. Transaction means an authorization request, cash withdrawal, payment transaction, refund, or reversal initiated by a cardholder at an ATM, POS device, or other device that accepts debit or credit cards for payment purposes and that is transmitted to eFunds for processing under this Agreement.

3. Pricing, Payment and Taxes

      a. Pricing. In addition to the Agreed Payment Amount set forth in Section 3, Customer shall pay eFunds the fees for products and services set forth in Attachment A, as amended from time to time.

      b.  eFunds may charge Customer any increase in out of pocket third party costs or fees actually incurred (including the Pass-through fees) by eFunds that are not included in the transaction costs or dial up service fees.

      c. Initial Payment. In consideration for eFunds’ willingness to continue to do business with TRM, and eFunds’ execution of this new Agreement, Customer agrees to pay eFunds $2,500,000 in wired or certified funds not later than two (2) business days from the execution of this Agreement.

      d. Secondary Payment. Customer shall pay the Secondary Payment in installments on the following schedule: nine (9) monthly payments of $32,000, with the first payment to be billed as part of the April 2008 invoice, and the final payment due with the December 2008 invoice. Customer’s obligation to pay the Agreed Payment Amount shall survive any termination of this Agreement, and if for any reason this Agreement is terminated prior to the December 2008 invoice, the balance of the Secondary Payment will be due upon such termination.

      e. Other Payments. All other amounts to be paid to eFunds under this Agreement are due when the applicable products or services are provided. Customer shall advise eFunds, within thirty (30) days of the date of any invoice, if it has any objections to the invoice. If eFunds does not receive an objection from Customer, Customer authorizes eFunds to initiate, and Customer agrees to pay, an electronic funds transfer or ACH debit in the amount of the invoice to be debited from Customer’s account thirty (30) days after the date of issuance of the invoice. If payments are not received when due, eFunds may charge Customer interest on amounts due at the greater of the highest legal rate or 1.5% per month; charge Customer any bank charges and other expenses (including but not limited to attorney’s fees) related to nonpayment or collection; and bring any required legal action to recover amounts due. Should Customer in good faith dispute all or a portion of the amount due on any invoice or request any adjustment to an invoiced amount, Customer shall pay any undisputed portion promptly and notify eFunds in writing of the nature and basis of the dispute and/or adjustment as soon as possible and prior to the payment due date. Authorized representatives of the parties shall negotiate in good faith to resolve such dispute prior to the next payment due date. In the event that no resolution is reached, Customer shall pay the entire outstanding disputed amount. If it is ultimately determined that Customer is due the disputed amount, eFunds shall credit this amount, plus interest at the rate of one percent (1.5%) per month on Customer’s next invoice following resolution of the dispute. eFunds reserves the right at it’s sole discretion to change the payment method to deduct payment from interchange and surcharge fees.

      f. Taxes. Except for taxes based on the income of eFunds, any taxes, including withholding taxes or taxes based on the products and services provided under this Agreement, including but not limited to sales, use, and personal property taxes or like kind taxes, shall be paid by the Customer.

      g. Minimums. TRM shall use its best commercial efforts to achieve a dollar value of Processing Services of at least $1,000,000 (“Volume Amount”) for each of the four years of the Term. This figure is based on current number of transaction volume. For each month of the Term, the Volume Amount many be adjusted downward in proportion to any decrease in volume based on a six (6) month rolling average.

      h. Petro-Canada. Provided Customer makes the Initial Payment when due, eFunds shall continue to remit to Customer all revenue, less fees charged by eFunds, as set forth in Part F of Attachment A, generated by the PetroCanada agreement as set forth in the parties’ Purchase Agreement for the remainder of the existing term of that agreement. Should Customer fail to pay the Initial Payment when due, eFunds shall be entitled to retain all revenue generated by the PetroCanada agreement and offset any such sums against the balance of the Initial Payment.

4. Preferred Provider

     Provided that eFunds maintains Processing Services in accord with the Service Levels now in the MSA, Customer shall not move any ATMs that are currently processing with eFunds to another Processor. Customer shall use eFunds as a service provider, pursuant to the terms of this Agreement, for all future acquired ATMs, provided that Customer is contractually permitted to do so and consistent with heritage relationships associated with such machines. Additionally, eFunds shall have a right of first refusal as to the ATMs presently under contract to other service providers when that contract is expiring and/or subject to renewal. eFunds’ right of first refusal shall not require Customer to bear any transition costs or other out-of-pocket costs, which costs shall be borne by eFunds.

5. Term, Termination and Transition Assistance

      a. Supersedes MSA. Upon execution by Customer and eFunds, this Agreement supersedes and replaces in its entirety the MSA and the MSA will no longer have any force or effect except as expressly provided herein, and this Agreement shall define the respective obligations of both Customer and eFunds from and after the date of this Agreement.

      b. Term . This Agreement shall run from the Effective Date and terminate on March 31, 2012 (the

“Term”). Following Customer’s payment of the Agreed Payment Amount, and the conclusion of the Term, unless TRM terminates by giving no less than one hundred eighty (180) days prior written notice of termination effective at the end of the Term or any Renewal Term, this Agreement shall automatically renew for successive two (2)-year periods (“Renewal Term”) upon the same terms and conditions, including fees and charges, under this Agreement, unless otherwise agreed to in writing by both parties.

      b. Termination. Either party may terminate this Agreement in its entirety, effective thirty (30) days after delivery of written notice to the other party of a material breach by the other party that remains uncured for thirty (30) days after delivery of notice of material breach. Either party may terminate this Agreement in its entirety, effective immediately upon written notice, if the other party (i) fails to protect the other party’s Confidential Information in accordance with the terms of this Agreement; (ii) makes a general assignment for the benefit of its creditors; (iii) suffers the appointment of a trustee, liquidator, or receiver for its business or property; (iv) is the subject of a bankruptcy, receivership, insolvency, dissolution, or liquidation proceeding; or (v) is adjudicated insolvent or bankrupt. Termination of this Agreement shall not relieve either party from any obligation accrued through the date of termination or from any terms and conditions in this Agreement that continue beyond termination. No early termination of this Agreement is permitted under any circumstances except for those set forth in this section. Customer acknowledges that eFunds incurs substantial expenses and makes substantial infrastructure, technology and other investments in order to enable it to perform services for Customer under this Agreement and that such expenses are substantially fixed for the duration of the Agreement. Accordingly, Customer acknowledges that it is difficult to determine the exact damages that eFunds will suffer as a result of any improper termination of this Agreement by Customer. As a result, if Customer improperly terminates this Agreement, or if eFunds terminates this Agreement for the Customer’s material breach, eFunds shall be entitled to the immediate payment by Customer of: (a) the Agreed Payment Amount; (b) all fees earned but not paid prior to the date of termination; (C) eFunds’ then-applicable termination, deconversion and/or change-over fees; (d) all fixed, monthly, or annual fees; and (e) the number of each full or partial month remaining and unperformed times the greater of: (i) the average monthly invoice, charged to Customer for the product(s) or services(s) during the six (6) months preceding the date of termination (or such shorter time as may have elapsed since the initial provision of such product(s) or service(s) by eFunds); or (ii) the highest monthly invoice to Customer during the twelve (12) month period immediately preceding the date of Customer’s notice of termination hereunder.

      c. Transition Assistance. If the Initial Payment is not paid timely and in full when due as provided in Section 3(c), eFunds has no obligation to provide any transition assistance to Customer. Provided Customer makes the Agreed Payment Amount when due, upon termination or expiration of this Agreement, eFunds shall provide reasonable transition assistance to Customer in exchange for advance payment of its then-current charges for such services. This duty to provide reasonable transition assistance shall continue for up to ninety (90) days following the termination or expiration of this Agreement. eFunds shall have no obligation to provide such transition services unless the Agreed Payment Amount plus any other amounts owed to eFunds under this Agreement have been paid in full. Customer will pay for such services on a mutually determined schedule.

6. Warranties and Disclaimer of Warranties

     eFunds warrants that, during the term of this Agreement, all the Products described in Attachment A will comply, in all material respects, with the specifications described in applicable Product documentation published by eFunds; that all the Processing Services described in Attachment A will be performed in a workmanlike manner; that its employees shall have the proper skill, training, and background so as to be able to perform the Processing Services described in Attachment A in a workmanlike manner; and that eFunds will secure any permits and licenses necessary to perform the Processing Services or provide the Products described in Attachment A. Customer represents and warrants that, as of the Effective Date, and at all times during the term of this Agreement: (i) all information contained in Customer’s application to purchase the Products and Processing Services reflected in Attachment A, together with any other information provided to eFunds by Customer in connection with this Agreement, is true and complete in all material respects; (ii) it has the power to execute, deliver and perform this Agreement; (iii) this Agreement is duly authorized and will not violate any provisions of law or conflict with any other agreement

to which Customer is subject or by which Customer’s assets are bound; (iv) it has all licenses, if any, required to conduct its business, and is legally qualified to conduct business in every jurisdiction where it does so; and (v) there is no action, suit or proceeding, pending, or threatened, that, if adversely decided to Customer, would impair Customer’s ability to carry on its business or perform its obligations under this Agreement. eFunds further warrants that the Processing Services will, during the term of this Agreement, meet the specifications described in the applicable Documentation and that eFunds will provide accurate output from input material submitted for processing, except that eFunds shall not be responsible for the accuracy or adequacy of input material nor the resultant output from any inadequate or inaccurate input data. The accuracy and adequacy of input shall be judged as received at the eFunds data processing center. The accuracy and adequacy of output shall be judged as sent from the eFunds data processing center. The sole liability to the Customer for breach of the warranties under this section shall be, without additional charge to Customer, to make such corrections as may be necessary to keep the Processing Services in operating order in accordance with the specifications described in the Documentation, or in the alternative, to reprocess the input material to provide accurate and adequate output. . EXCEPT AS SPECIFICALLY STATED IN THIS SECTION, ALL PRODUCTS AND PROCESSING SERVICES PROVIDED BY eFunds ARE “AS IS”, AND EFUNDS DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, PERFORMANCE, CONTINUOUS USE OR ERROR-FREE OPERATION. THE CUSTOMER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE PRODUCTS AND PROCESSING SERVICES AND THE APPLICATION OF THE PRODUCTS AND PROCESSING SERVICES TO ITS NEEDS, AND THAT, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OF TITLE FROM A COURSE OF DEALING OR USAGE OF TRADE, OR ARISING OTHERWISE BY LAW.

7. Remedies and Limitations of Liability

     The parties acknowledge that circumstances could arise entitling a party to damages or rescission arising from a failure by the other party to perform its obligations under this Agreement and have agreed, in all such circumstances, that the remedies of the non-defaulting party and the liabilities of the defaulting party shall be limited to those set forth in this Agreement. For any breach or default of this Agreement by eFunds, the sole liability of eFunds shall be to remedy the breach. Each party reserves the right to obtain equitable relief where appropriate. Customer also waives any and all claims for incidental, special, punitive, indirect or consequential damages of any kind. In addition to the preceding limitations, eFunds shall not be liable for any losses, claims, demands, penalties, actions, causes of action, suits, obligations, liabilities, damages, delays, costs or expenses, including reasonable attorney’s fees, (collectively “Losses”) of any kind unless Customer provides written notice to eFunds of the event that gave rise to the alleged liability within thirty (30) days of occurrence. No action arising out of this Agreement may be brought by Customer more than one (1) year following the event that gave rise to the action. eFunds’ liability under this Agreement is limited, in all cases, in the aggregate, to the amount of fees paid for the applicable product or service during the three (3) month period immediately preceding the event that gave rise to the liability. If an eFunds’ service is ever inoperative or unavailable, Customer’s sole and exclusive remedy, except to the extent set forth in section 12(b), is the retransmission of data when the service becomes operational again. These limitations shall apply regardless of the form of action and whether the action is brought in contract, tort (including, but not limited to, negligence or strict liability), or otherwise. Each party acknowledges that the services provided and fees paid under this Agreement are based in part upon the Customer’s willingness to accept the limitations of liabilities set forth in this section.

8. Indemnification

      a.  Except as provided by Sections 8(b) and 8(c), the Customer shall indemnify, defend, and hold eFunds harmless from any and all claims, demands, and causes of action of any kind made against eFunds by a third party for any damages (including lost profits and any direct, incidental, consequential, special, indirect, or punitive damages) arising out of or related to the Customer’s use of the products or services provided under this Agreement, unless

resulting solely from eFunds’ own negligence, recklessness or intentional misconduct.

      b.  eFunds and its respective affiliates and subsidiaries who have executed this Agreement shall, to the extent responsible for the performance of obligations under this Agreement, indemnify, defend, and hold the Customer harmless from any and all claims, demands, and causes of action of any kind made against Customer by a third party claiming that any products or services offered under this Agreement infringes a United States patent or United States copyright. Should any product or service provided become, or in the opinion of the indemnifying party become likely to become, the subject of a claim of infringement, the indemnifying party may obtain for the Customer the right to continue to use or replace or modify the products or services to make them non-infringing, at no charge to the Customer. This subsection contains the entire liability of the indemnifying party for any alleged infringement.

      c.  eFunds and its respective affiliates and subsidiaries who have executed this Agreement shall also, to the extent responsible for the performance of obligations under this Agreement, indemnify, defend, and hold the Customer harmless from any and all claims, demands, and causes of action of any kind made against the Customer by a third party claiming that eFunds is in breach of the privacy requirements of the Fair Credit Reporting Act and the Financial Services Modernization Act of 1999 and their implementing regulations, but only to the extent those statutes and regulations govern eFunds operations. This subsection contains the entire liability of the indemnifying party for any alleged breach covered by this subsection.

      d.  Each party shall promptly notify the other of any claim for which it seeks indemnification; authorize the indemnifying party to defend and to control the defense of the claim, at the indemnifying party’s expense; and provide, at no charge to the indemnifying party, all documents, witnesses, and other reasonable assistance that may be necessary to defend against the claim.

9. Release of Claims by Customer Against eFunds. Immediately, automatically and irrevocably effective upon its execution of this Agreement, Customer, on its behalf, and on behalf of its present and former officers, directors, partners, members, shareholders, representatives, attorneys, officials, employees, consultants, agents, trustees, parent corporations, subsidiaries, and affiliates, hereby irrevocably and unconditionally releases, remises, and forever discharges eFunds, and its present and former officers, directors, partners, members, shareholders, representatives, attorneys, officials, employees, consultants, agents , trustees , parent corporations, subsidiaries and affiliates (all of whom shall be referred to hereinafter as “Related Parties”) of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages and expenses of any nature whatsoever, past, present or future, in law or in equity, whether known or unknown, which Customer had, has, or may have had against eFunds and/or its Related Parties that relate to the MSA. This Release does not encompass claims Customer may have against eFunds for any breach of this Agreement. This release shall survive any termination, expiration, breach or rejection of this Agreement..

10. Release of Claims by eFunds Against Customer. Upon the timely delivery to eFunds, and eFunds’ indefeasible receipt and retention of, the entire amount of the Initial Payment as described in Section 3 and further provided Customer is not in default with respect to the payment of any portion of the Secondary Payment, eFunds on its behalf, and on behalf of its present and former officers, directors, partners, members, shareholders, representatives, attorneys, officials, employees, consultants, agents, trustees, parent corporations, subsidiaries, and affiliates, hereby irrevocably and unconditionally releases, remises, and forever discharges Customer, and its present and former officers, directors, partners, members, shareholders, representatives, attorneys, officials, employees, consultants, agents , trustees , parent corporations, subsidiaries and affiliates (all of whom shall be referred to hereinafter as “Related Parties”) of and from any and all actions, causes of actions, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages and expenses of any nature whatsoever, past, present or future, in law or in equity, whether known or unknown, which eFunds had, has, or may have had against Customer and/or its Related Parties that relate to the MSA. This Release does not encompass claims eFunds may have against Customer for any breach of this Agreement. Should TRM fail to make the Agreed Payment Amount when due, eFunds will retain all claims against Customer whether related to the MSA or this Agreement.

11. Intellectual Property, Software and Hardware

      a. Software. If eFunds uses its own proprietary software in delivering Processing Services to Customer, eFunds grants to Customer a personal, non-exclusive, and non-transferable license to use the software in object code format only, at an eFunds facility, during the term of this Agreement and solely in connection with the Processing Services. The sole obligation of eFunds with respect to such software is to replace any defective medium provided, at no charge to Customer. Any and all such software provided by or used by eFunds and any derivative works therefrom or other modifications or enhancements thereto remain the sole and exclusive property of eFunds. If eFunds provides any computer software programs or applications such as its proprietary On-Line Access Manager, for use by the Customer or by any merchants behind the Customer at locations other than the facilities of eFunds, then eFunds grants to the Customer a non-exclusive license to use such software in object code format only, during the term of this Agreement and solely for the purpose of administering and maintaining Customer’s ATMs at which Transactions processed by eFunds originate. The sole obligation of eFunds with respect to such software is to replace any defective medium provided, at no charge to Customer. Any and all su