##### 



Exhibit 10.7(g)
 
  Re: Employment 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 your exclusive and full time
employment and you will not engage in any other employment activities except where
authorized by the President & Chief Executive Officer. 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.(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
 50




---



##### 



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 $200,000 as base salary, payable in installments on regular
Company paydays. The first term shall end on August 12, 2006. Thereafter, your base
salary shall be set annually by the Compensation Committee of the Board of Directors.
You will also receive use of a Company-leased automobile.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.1.4
    
    Term.The term of your employment under this Agreement shall commence
on the Effective Date and shall continue for one (1) year from the Effective Date (the
Initial Term). Following the Initial Term, this Agreement shall automatically renew
for successive one (1) year 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 his desire to
terminate or modify this Agreement, or terminates the Agreement as provided herein
below.
 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)
    
    Six months pay plus an additional one months pay for each year
of employment of you by the Company (based on your hire date), up to a maximum
of 12 months pay (the Salary Continuation Period), plus (ii) all incentive
compensation earned but unpaid on or prior to the Separation
 51




---



##### 



Date, plus (iii)
health insurance for the Salary Continuation Period at the same coverage level
as in effect immediately prior to the Separation Date.
 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.
 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;(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.
 52




---



##### 



3. Confidentiality
 3.1
    
    Preservation 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 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.
 4.
    
    Return of Property
 On 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.
 53




---



##### 



5.
    
    Right To Consult with Attorney
 You have the right to consult with an attorney or financial advisor at your own expense
regarding this Agreement.
 6.
    
    Dispute Resolution
 You 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 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 Agreement
 This 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/ Kenneth L. TepperKenneth L. TepperPresident & CEO 54




---



##### 



ACKNOWLEDGMENT
AND AGREEMENT:
  /s/ Amy B. KrallmanAmy B. KrallmanExecutive 55