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Exhibit 10.7(j)
 
  Re:
    
    Retainer Agreement
   1.
    
    Employment Agreement
 1.1
    
    Employment(a)
    
    You will hold the position of Senior Vice President and Corporate Counsel of
the Company and perform those duties as are generally associated with such position.
You will report to the President & Chief Executive Officer. You also agree to perform
such acts and duties as the President & Chief Executive Officer may reasonably direct,
to comply with all applicable policies and procedures of the Company, and to devote
such time, energy and skill to your assignment as the President & Chief Executive
Officer considers reasonably necessary for the performance of your duties. Your
employment hereunder with the Company shall constitute approximately 60% of your
employment. It is acknowledged that you are the Partner and Principle of Buyer Team
Realty and Team Home Loans, and that your responsibilities to these organizations
shall not be considered competition with the Company nor a violation of this
Agreement. You and the Company understand and agree that circumstances may arise in
which you and the Company may mutually agree to change, in whole or in part, the scope
of your responsibilities and the title of your position. Notwithstanding anything
herein to the contrary, you shall not be precluded from (a) engaging in charitable
activities and community affairs or (b) managing your personal investments and
affairs, provided that such activities do not materially interfere with the proper
performance of your duties and responsibilities under this Agreement or compete with
the business of the Company.




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(b)
    
    Your employment with the Company will continue under this Agreement until
terminated by you or the Company as provided in paragraphs 1.5 or 2.1, below.
Notwithstanding the designation of a term for this Agreement, your employment with the
Company will be on an at will basis with both you and the Company retaining the
right to terminate the employment relationship at any time and for any reason, without
liability on the part of the Company or any affiliated or related corporation for the
termination, except as expressly provided in this Agreement. Your last day of
employment with the Company is referred to herein as your Separation Date.1.2
    
    Salary.During the first term of this Agreement, you will be paid
the annualized equivalent of $250,000 as base salary pro rated based upon
approximately 60% of your time being dedicated to the Company, payable in installments
on regular Company paydays. The first term shall end on June 27, 2006. After the
first twelve months of employment, your base salary shall be set annually by the
Compensation Committee of the Board of Directors.1.3
    
    Benefits.You will be given an opportunity to earn incentive
compensation in each calendar year during the term of this Agreement upon the
achievement of performance criteria to be established by the Compensation Committee of
the Board of Directors. You will also be eligible to participate in any benefit plans
or programs generally available to the Companys management as the Board of Directors
shall from time-to-time approve, which shall include at least four weeks of paid time
off (PTO) per year. Additionally, all options that have been granted to you and that
have vested, shall be exercisable through January 1, 2008.1.4
    
    Term.The term of your employment under this Agreement shall commence
on the Effective Date and shall continue for ninety (90) days from the Effective Date
(the Initial Term). Following the Initial Term, this Agreement shall automatically
renew for successive ninety (90) day periods unless either the Company or you, as the
case may be, provides written notice to the other party at least thirty (30) days
prior to the termination of the initial Term or any renewal period, stating its or her
desire to terminate or modify this Agreement, or terminates the Agreement as provided
herein below.




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2.
    
    Termination of Agreement
 2.1
    
    Termination.This Agreement may be terminated as follows:(a)
    
    This Agreement may be terminated by you for any reason upon 30
days written notice to the Company, including notice of your intent not to renew
the Agreement as set forth above in Section 1.5.(b)
    
    This Agreement may be terminated by the Company for any reason at
any time with 30 days written notice to you, (including notice of its intent not
to renew the Agreement as set forth above in Section 1.5), subject only to the
obligation of the Company, if you are terminated for reasons other than those
specified in paragraph 2.2, to pay severance pay according to the following
formula:
 (i)
    
    For termination other than through a change of control of
the Company, ninety (90) days pay, plus all incentive compensation earned but
unpaid on or prior to the Separation Date, plus immediate vesting of all
stock options or restricted stock.(ii)
    
    For termination through change of control of the Company,
one (1) year pay, plus all incentive compensation earned but unpaid on or
prior to the Separation Date, plus immediate vesting of all stock options or
restricted stock.Severance pay may be paid to you at your option in a lump sum or in
regular payroll period installments.
 (c)
    
    This Agreement shall automatically terminate in the event of your
death or disability. For purposes of this Agreement, disability shall mean
inability to perform the essential functions of your position, with or without
reasonable accommodation, for a period of more than six (6) months in a twelve
(12) month period by reason of physical or mental illness or incapacity as
determined by a physician jointly chosen by the Company and Executive or his
legal representative.(d)
    
    Eligibility for severance pay is conditioned upon your execution
of a Release of Claims in a form provided by the Company at the time of
termination.




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2.2
    
    Ineligibility for Severance Pay.With respect to subparagraph
2.1(b), you will not be eligible for severance pay under this Agreement if:
 (a)
    
    you voluntarily resign or retire from your employment at any time
and for any reason except because of an involuntary reduction in your base salary
or a change of control of the Company;(b)
    
    the Company terminates your employment for cause (as defined in
paragraph 2.3, below) or your employment terminates due to your death or
disability;(c)
    
    you breach the terms of paragraph 3; or(d)
    
    you fail or refuse to sign the Release of Claims form provided by
the Company at the time of termination.
 2.3
    
    Definition of Cause.For purposes of this Agreement, cause for
termination shall be defined as (i) any misappropriation of funds or property of the
Company by you; (ii) the conviction of or plea of guilty or nolo contendere by you of
a felony or of any crime involving moral turpitude; (iii) your engagement in illegal,
immoral or similar conduct tending to place you or the Company, by association with
you, in disrepute; (iv) abuse of alcohol or drugs to an extent that renders you unable
or unfit to perform his duties hereunder; or (v) your gross dereliction of duty.
 3.
    
    Confidentiality
 3.1Preservation and Non-Use of Confidential Information.You acknowledge that you
have a fiduciary duty as an officer and employee of the Company not to discuss
Confidential Information obtained during your employment with the Company. For
purposes of this Agreement, Confidential Information means any and all confidential
or proprietary information concerning the Company or its affiliates, joint venturers
or other related entities (The Company Group), the disclosure of which could
disadvantage The Company Group.
Confidential Information shall not include (i) any
information which is
in the public domain, (ii) which becomes known in the industry through no
wrongful act on the part of you or (iii) which relates to general knowledge about the
industry, possessed by you by virtue of your prior experience in the Business.
Confidential Information includes trades secrets as defined under the Uniform Trades
Secrets Act.Except pursuant to your employment by the Company and as directed by the President &
Chief Executive Officer, you agree not to use Confidential Information, during the
term of this Agreement or after its




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termination for a period of five years, for any
personal or business purpose, either for your own benefit or that of any other person,
corporation, government or other entity.You also agree that, except pursuant to your employment by the Company as directed by
the President & Chief Executive Officer, you will not disclose or disseminate any
Confidential Information, directly or indirectly, at any time during the term of this
Agreement or after its termination, to any person, agency, or court unless compelled
to do so pursuant to legal process ( e.g., a summons or subpoena) or otherwise
required by law and then only after providing the Company with prior notice and a copy
of the legal process.3.2
    
    Covenant not to Compete.You also agree that while employed by the
Company, and for a period of six months after the termination of employment, you shall
not compete with the Company, either directly or indirectly, in the geographical areas
where the Company does business, and you shall not perform services for or own an
interest in any business that does so. Your work with Buyer Team Realty and Team Home
Loans will not be considered to be a violation of this paragraph 3.2.
 4.
    
    Return of PropertyOn or before your Separation Date, except as agreed to by the Company, you will return all
property belonging to the Company, including, but not limited to, all documents, business
machines, computers, computer hardware and software programs, computer data, telephones
(cellular, mobile or otherwise), pagers, keys, card keys, credit cards, company vehicle and
other Company-owned property.5.
    
    Right To Consult with AttorneyYou have the right to consult with an attorney or financial advisor at your own expense
regarding this Agreement.6.
    
    Dispute ResolutionYou agree that any dispute (1) concerning the interpretation or construction of this
Agreement, (2) arising from your employment with or termination of employment from the
Company, (3) relating to any compensation or benefits you may claim, or (4) relating in any
way to any claim by you for reinstatement or reemployment by the Company after execution of
this Agreement shall be submitted to final and binding confidential arbitration. Except as
specifically provided herein, the arbitration shall be governed by the rules of the
American Arbitration Association or such other rules as agreed to by the parties. Each
party shall be responsible for its or his own




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costs and attorneys fees relating to mediation and arbitration. Both parties agree that
the procedures outlined in this paragraph are the exclusive methods of dispute resolution.7.
    
    Entire AgreementThis Agreement contains the entire agreement between you and the Company concerning the
subject matters discussed herein and supersedes any other discussions, agreements,
representations or warranties of any kind. Any modification of this Agreement shall be
effective only if in writing and signed by each party or its duly authorized
representative. This Agreement supersedes all prior employment agreements between you and
the Company or any corporation affiliated with or related to the Company. The terms of
this Agreement are contractual and not mere recitals. If for any reason any provision of
this Agreement shall be held invalid in whole or in part, such invalidity shall not affect
the remainder of this Agreement.This Agreement shall be construed in accordance with the laws of the state of Oregon
(without regard to the conflicts of laws provisions thereof).In order to reflect your voluntary acceptance and agreement with these terms, please sign
and return the enclosed copy of this letter.
 Sincerely,TRM CORPORATIONBy:
    
    /s/ Jeffrey F. BrotmanJeffrey F. BrotmanPresident & CEO
 ACKNOWLEDGMENT AND AGREEMENT:
  /s/ Amy B. KrallmanAmy B. KrallmanExecutive