##### 



Exhibit
2.2
 Dated 18 May 2006
 TRM COPY CENTERS (USA) CORPORATION
 and
 DIGITAL 4 CONVENIENCE PLC
 
 SHARE PURCHASE AGREEMENT
 
 asb law
Innovis House
108 High Street
Crawley
RH10 1AS
 Tel: + 44 1292 603603
Fax: + 44 1293 603666
Ref: 487005/3/BJG




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THIS AGREEMENT  BETWEEN
 (1)
    
    TRM Copy Centers (USA) Corporation incorporated and registered in the State of Oregon with US
Federal Identity number 93-0815647 whose address is at 5208 N.E. 122nd Avenue,
Portland, Oregon USA 97230-1074 (the Seller)
 (2)
    
    Digital 4 Convenience PLC incorporated and registered in England and Wales with company
number 5236099 whose registered office is at 3 The Grove, Chipperfield Road, Kings Langley,
Hertfordshire WD4 9JF (the Buyer)
 RECITALS
  IT IS AGREED THAT
 1
    
    INTERPRETATION1.1
    
    The definitions and rules of interpretation in this clause apply in this Agreement
 Accounts
    
    the financial statements of the Company as at
and to the Accounts Date, comprising the
individual accounts of the Company, the
balance sheet, profit and loss account (copies
of which are attached to the Disclosure
Letter)Accounts Date
    
    31 December 2005Aggregate Meter Readings
    
    the sum of all Meter Readings to be calculated
by the Seller prior to the Completion DateAssets
    
    those assets to be listed at Schedule 6 on
CompletionAssumptions
    
    The factual statements contained in Schedule 5ATM Transfer Agreement
    
    the agreement between the Company and TRM
(ATM) Limited to be executed immediately prior
to CompletionBook Debts
    
    the current debtors of the Company as at
Completion to be assigned to TRM (ATM) Limited
 2




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immediately prior to Completion pursuant to
the ATM Transfer Agreement and collected pursuant to Clause 8.1 of this AgreementBusiness Day
    
    a day (other than a Saturday, Sunday or public
holiday) when banks in the City of London are
open for businessBuyers Solicitors
    
    Sherrards Solicitors, 45 Grosvenor Road, St
Albans, Hertfordshire AL1 3AWCAA 2001
    
    the Capital Allowances Act 2001Cash at Bank
    
    cash in all accounts of the Company including
any monies held on deposit at the Completion
DateClaim and Substantiated Claim
    
    have the meanings set out
respectively in clause 6 (Limitations on claims)Company
    
    TRM Copy Centres (U.K.) Limited, a company
incorporated and registered in England and
Wales with company number 3220922 whose
registered office is at 1a Meadowbrook,
Crawley, West Sussex RH10 9SA further details
of which are set out in Part 1 of Schedule 1
(Particulars of the Company)Companies Acts
    
    the Companies Act 1985 and the Companies Act
1989Completion
    
    completion of the sale and purchase of the
Sale Shares in accordance with this AgreementCompletion Date
    
    25th May 2006 or any other date
agreed in writing by the Seller and the BuyerConditions
    
    the conditions set out in Schedule 8Connected
    
    in relation to a person, has the meaning
contained in section 839 of the ICTA 1988Control
    
    in relation to a body corporate, the power of
a person to secure that the affairs of the
body corporate are conducted in accordance
with the wishes of that person:
 3




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(a)
    
    by means of the holding of shares, or the
possession of voting power, in or in relation
to that or any other body corporate; or(b)
    
    by virtue of any powers conferred by the
constitutional or corporate documents, or any
other document, regulating that or any other
body corporate,and a Change of Control occurs if a person
who controls any body corporate ceases to do
so or if another person acquires control of itCopier Business
    
    the provision of photocopiers by the Company
to commercial businesses for the purposes of
extracting ongoing revenueCustomer
    
    a business or individual party to a Customer
ContractCustomer Contracts
    
    all contracts between the Company and its
customers as at Completion in respect of the
Copier BusinessDirector
    
    each person who is a director of the Company,
the names of whom are set out in Part 1 of
Schedule 1 (Particulars of the company)Disclosed
    
    fully and fairly disclosed in or under the
Disclosure LetterDisclosure Letter
    
    the letter from the Seller to the Buyer with
the same date as this Agreement and described
as the disclosure letter, including the bundle
of documents attached to it (Disclosure
Bundle) as may be re-issued and updated on
CompletionEmployees
    
    All of the employees of the Company whose
contracts of employment will transfer to TRM
(ATM) Limited pursuant to the ATM Transfer
AgreementEncumbrance
    
    any interest or equity of any person
(including any right to acquire, option or
right of pre-emption) or
 4




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any mortgage, charge, pledge, lien, assignment, hypothecation, security, interest, title, retention or any
other security agreement or arrangementEquipment Leases
    
    the third party equipment leases between the
Company and the Lessors details of which are
to be set out in Schedule 9 on CompletionExcluded Assets
    
    the Property Leases, Cash at Bank, Parts, Book
Debts and all right and title to the Telephone
Number, and all rights in any signage,
branding and promotional materials relating to
the AssetsFSMA
    
    the Financial Services and Markets Act 2000Group
    
    in relation to a company (wherever
incorporated) that company, any company of
which it is a Subsidiary (its holding company)
and any other Subsidiaries of any such holding
company; and each company in a group is a
member of the group
Unless the context otherwise requires, the
application of the definition of Group to any
company at any time will apply to the company
as it is at that timeGroup Relief
    
    Any or all of the following:(a)
    
    relief surrendered or claimed pursuant to
Chapter IV Part X ICTA 1988;(b)
    
    advance corporation tax surrendered or
claimed pursuant to section 240 ICTA 1988 (set
off of companys surplus advance corporation
tax against subsidiarys liability to
corporation tax);
 5




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(c)
    
    a Tax refund relating to an accounting
period as defined in section 102(3) of the
Finance Act 1989 (surrender of company Tax
refund etc within group) in respect of which a
notice has been given pursuant to section
102(2) of that statute; and(d)
    
    eligible unrelieved foreign Tax
surrendered or claimed pursuant to The Double
Taxation Relief (Surrender of Relievable Tax
within a Group) Regulations 2001ICTA 1988
    
    the Income and Corporation Taxes Act 1988IHTA 1984
    
    the Inheritance Tax Act 1984Lessors
    
    Barclays Technology Finance Limited and First
Asset Rentals LimitedMeter Readings
    
    the total number of copies made as recorded in
the memory of the photocopiers comprised in
the AssetsMemorandum of
Understanding
    
    the memorandum of understanding between the
Seller and the Buyer dated 23 March 2006Net Revenue
    
    the average net revenue per calendar month of
the Company for the period from 1 November
2005 to 30 April 2006 as set out in paragraph
6 of the Assumptions and incorporating the
Aggregate Meter ReadingsParts
    
    those parts excluded from the sale and
transferred to TRM (ATM) Limited pursuant to
the ATM Transfer AgreementProperty Leases
    
    the leases described at Schedule 4Purchase Price
    
    the purchase price for the Sale Shares to be
paid by the Buyer to the Seller in accordance
with clause 3 (Purchase price)
 6




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Retention Sum
    
    the sum of £100,000 to be held by the Sellers
Solicitors for six months following Completion
pending notice from the Buyer of any Claim and
to be dealt with in accordance with Clause 5.6Retention Account
    
    an interest bearing client account with the
Royal Bank of Scotland plc created by the
Sellers Solicitors to hold the Retention Sum
in accordance with the terms of this Agreement
until the Retention DateRetention Date
    
    the date 20 Business Days after the date
falling 6 months following the Completion DateSale Shares
    
    the one million two hundred and eighty
thousand and fifty two ordinary shares of £1
each in the Company, all of which have been
issued and are fully paidSLA
    
    an agreement between the Seller and the
Company pursuant to which the Seller will
provide (or procure the provision of) first
and second line service to include response to
incoming customer calls to the Companys help
desk within 8 hours and on-site attendance to
effect repair to copiers, including the
provision of parts within 48 working hours of
fault notification.Sellers Solicitors
    
    ASB Law of Innovis House, 108 High Street,
Crawley, RH10 1ASSubsidiary
    
    in relation to a company wherever incorporated
(a holding company) means a subsidiary as
defined in section 736 of the Companies Act
1985 and any other company which is a
subsidiary (as so defined) of a company which
is itself a subsidiary of such holding company
Unless the context otherwise requires, the
application of the definition of Subsidiary to
any company at any time will apply to the
company as it is at that timeTax
    
    all forms of taxation and statutory,
governmental, state, federal, provincial,
local, government or municipal charges,
duties, imposts, contributions, levies,
withholdings or liabilities wherever
chargeable and whether of the UK or any other
 7




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jurisdiction, and any penalty, fine,
surcharge, interest, charges or costs relating
thereto, and Taxation shall have the same
meaningTaxation Authority
    
    the Inland Revenue, HM Customs & Excise, HM
Revenue & Customs, the Department of Social
Security and any other governmental or other
authority whatsoever competent to impose any
Tax, whether in the United Kingdom or
elsewhereTax Warranties
    
    the Warranties in Part 2 of Schedule 3
(Warranties)Telephone Number
    
    the telephone number 0800 899433TCGA 1992
    
    the Taxation of Chargeable Gains Act 1992TMA 1970
    
    the Taxes Management Act 1970Transaction
    
    the transaction contemplated by this Agreement
or any part of that transactionVATA 1994
    
    the Value Added Tax Act 1994Warranties
    
    the representations and warranties in clause 5
(Warranties) and Schedule 3 (Warranties)
 1.2
    
    Clause and schedule headings do not affect the interpretation of this Agreement1.3
    
    A personincludes a corporate or unincorporated body1.4
    
    Words in the singular include the plural and in the plural include the singular1.5
    
    A reference to one gender includes a reference to the other gender1.6
    
    A reference to a particular law is a reference to it as it is in force for the time being
taking account of any amendment, extension, or re-enactment and includes any subordinate
legislation for the time being in force made under it1.7
    
    Writingor writtenincludes faxes but not e-mail1.8
    
    Documents in agreed formare documents in the form agreed by the parties or on their behalf
and initialled by them or on their behalf for identification
 8




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1.9
    
    A reference in this Agreement to other documents referred to in this Agreementor similar
expression is a reference to the following documents:
 1.9.1
    
    the Disclosure Letter; and1.9.2
    
    the ATM Transfer Agreement
 1.10
    
    References to clauses and schedules are to the clauses and schedules of this Agreement;
references to paragraphs are to paragraphs of the relevant schedule1.11
    
    References to this Agreement include this Agreement as amended or varied in accordance with
its terms1.12
    
    References to Subsidiary or Subsidiaries are references to a Subsidiary or Subsidiaries
of the Company2
    
    SALE AND PURCHASEOn the terms of this Agreement, the Seller shall sell and the Buyer shall buy, with effect
from Completion, the Sale Shares with full title guarantee, free from all Encumbrances and
together with all rights that attach (or may in the future attach) to them including, in
particular, the right to receive all dividends and distributions declared, made or paid on
or after the date of this Agreement2A
    
    CONDITIONS2A.1
    
    Completion of this Agreement is subject to the Conditions being satisfied or waived by the
date and time provided in Clause 2A.42A.2
    
    If any of the Conditions are not satisfied or waived by the date and time referred to in
Clause 2A.1 and 2A.4, this Agreement shall cease to have effect immediately after that date
and time except for:
 2A.2.1
    
    the provisions set out in Clause 2A.3; and2A.2.2
    
    any rights or liabilities that have accrued under this Agreement
 2A.3
    
    Clauses 1, 2A, 12, 15, 16, 17 and 22 shall continue to have effect, notwithstanding failure
to waive or satisfy the Conditions2A.4
    
    The Seller and the Buyer shall use all reasonable endeavours to procure that the Conditions
are satisfied as soon as practicable and in any event no later than 6pm British Summer Time on
the Completion Date
 9




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3
    
    PURCHASE PRICE3.1
    
    The Purchase Price is £2,850,000 subject to adjustment in accordance with the provisions of
Clause 3.2 below and payable to the Seller in accordance with Clause 3.3 below.3.2
    
    The Purchase Price shall be deemed to be reduced by the amount of any payment made to the
Buyer for a breach of any Warranty and any amount which the Buyer is entitled to deduct from
the Retention Sum pursuant to clause 5.5 of this Agreement on the Retention Date.3.3
    
    The Purchase Price less any deposit (if any) and less the sum of £591,148.18 being the
outstanding liability of the Company to the Lessors under the Equipment Leases shall be paid
in cash to the Sellers Solicitors by the Buyer on Completion.3.4
    
    The Purchase Price shall be reduced by 1% for every whole 2.25% reduction in Net Revenue (as
illustrated below) save that any reduction made shall not exceed £2,850,000:
 Net Revenue achieved
    
    Purchase Price payable£204,750 (100%)
    
    £2,850,000 (100%)£200,143.12 (97.75%)
    
    £2,821,500 (99%)£195,536.24 (95.50%)
    
    £2,793,000 (98%)
 4
    
    COMPLETION4.1
    
    Completion shall take place immediately on the Completion Date:
 4.1.1
    
    at the offices of the Sellers Solicitors; or4.1.2
    
    at any other place or time as agreed in writing by the Seller and the Buyer
 4.2
    
    Immediately prior to Completion the Seller shall procure that the Excluded Assets shall be
transferred out of the ownership of the Company insofar as it is able to do so save that
clause 7 shall apply to the Property Leases.
 10




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4.3
    
    At Completion the Seller shall:
 4.3.1
    
    deliver or cause to be delivered the documents and evidence set out in Part 1
of Schedule 2;4.3.2
    
    procure that a board meeting of the Company is held at which the matters
identified in Part 2 of Schedule 2 are carried out; and4.3.3
    
    deliver any other documents referred to in this Agreement as being required to
be delivered by the Seller
 4.4
    
    At Completion the Buyer shall:
 4.4.1
    
    pay the Purchase Price by telegraphic transfer to the Sellers Solicitors (who
are irrevocably authorised to receive the same) and otherwise in accordance with clause
3.1. Payment made in accordance with this clause shall constitute a valid discharge of
the Buyers obligations under clause 3.1;4.4.2
    
    deliver a certified copy of the resolution(s) passed by the shareholders of
the Buyer authorising the Transaction; and4.4.3
    
    deliver a certified copy of the resolution adopted by the board of directors
of the Buyer authorising the Transaction and the execution and delivery by the officers
specified in the resolution of this Agreement, and any other documents referred to in
this Agreement as being required to be delivered by it
 4.5
    
    As soon as possible after Completion the Seller shall send to the Buyer (at the Buyers
registered office for the time being) all records, correspondence, documents, files, memoranda
and other papers relating to the Company not required to be delivered at Completion
 11




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5
    
    WARRANTIES
 5.1
    
    The Buyer is entering into this Agreement on the basis of, and in reliance on, the Warranties5.2
    
    The Seller warrants and represents to the Buyer that each Warranty is true on the date of
this Agreement and on Completion except as Disclosed5.3
    
    Warranties qualified by the expression so far as the Seller is aware(or any similar
expression) are deemed to be given to the best of the knowledge, information and belief of the
Seller after it has made careful enquiries and having used its reasonable endeavors to
substantiate such statements are true when made (except as Disclosed);5.4
    
    Each of the Warranties is separate and, unless otherwise specifically provided, is not
limited by reference to any other Warranty or any other provision in this Agreement5.5
    
    With the exception of the matters Disclosed, no information of which the Buyer and/or its
agents and/or advisers has knowledge (actual, constructive or imputed) which could have been
discovered (whether by investigation made by the Buyer or made on its behalf) shall prejudice
or prevent a Claim or reduce any amount recoverable thereunder5.6
    
    Retention
 5.6.1
    
    The parties hereto agree that the Retention Sum shall as from Completion be
placed in the Retention Account and shall be dealt with as described in this clause and
shall be subject to the provisions of this Agreement.5.6.2
    
    The Retention Sum shall be held in the Retention Account until the Retention
Date and thereafter as provided by this clause, and if no reduction has been made in
accordance with clause 5.6.3 the Retention shall forthwith be released to the Seller.5.6.3
    
    There shall be paid to the Buyer any amount arising from a Claim (if any)
which shall be deducted from the Retention Sum.
 12




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5.6.4
    
    Where there is a balance remaining in the Retention Account after the
deduction of such sums referred to in clause 5.6.3 then such sum shall be payable
forthwith from the Retention Sum to the Seller as it may direct.5.6.5
    
    Upon the release of the whole or any part of the Retention Sum to the Seller
the Seller shall be entitled to any interest which has accrued pro rata to the amounts
so released, but otherwise the Buyer shall be entitled to all such interest.5.6.6
    
    For the purposes of this clause 5.6, the Seller and the Buyer irrevocably
instructs the Sellers Solicitors to sign any withdrawal form or other document to give
effect to the provisions of this clause.
 6
    
    LIMITATIONS ON CLAIMS6.1
    
    The definitions and rules of interpretation in this clause apply in this Agreement
 Claim
    
    a claim for breach of any of the WarrantiesSubstantiated Claim
    
    a Claim in respect of which liability is admitted by
the party against whom such Claim is brought, or
which has been adjudicated on by a Court of
competent jurisdiction and no right of appeal lies
in respect of such adjudication, or the parties are
debarred by passage of time or otherwise from making
an appeal
 A Claim is connectedwith another Claim or Substantiated Claim if they all arise out of the
occurrence of the same event or relate to the same subject matter6.2
    
    This clause limits the liability of the Seller in relation to any Claim6.3
    
    The liability of the Seller for all Substantiated Claims when taken together shall not exceed
£350,0006.4
    
    The Seller shall not be liable for a Claim unless:
 13




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6.4.1
    
    the amount of a Substantiated Claim, or of a series of connected Substantiated
Claims of which that Substantiated Claim is one, exceeds £1,000; and6.4.2
    
    the amount of all Substantiated Claims that are not excluded under clause
6.4.1 when taken together, exceeds £10,000, in which case the whole amount (and not
just the amount by which the limit in this clause 6.4.2 is exceeded) is recoverable by
the Buyer
 6.5
    
    The Seller is not liable for any Claim to the extent that the Claim:
 6.5.1
    
    relates to matters Disclosed; or6.5.2
    
    relates to any matter specifically and fully provided for in the Accounts
 6.6
    
    The Seller is not liable for a Claim unless the Buyer has given the Seller notice in writing
of the Claim, summarising the nature of the Claim as far as it is known to the Buyer and the
amount claimed is within the period of 6 months beginning with the Completion Date
 6.7
    
    Nothing in this clause 6 applies to a Claim that arises or is delayed as a result of
dishonesty, fraud, wilful misconduct or wilful concealment by the Seller, its agents or
advisers7
    
    ASSIGNMENT OF PROPERTY LEASES, COVENANT & INDEMNITIES
 7.1
    
    The Buyer agrees to procure that the Property Leases are properly assigned at the Sellers
cost to TRM (ATM) Limited (ATM) as soon as possible following Completion
 7.2
    
    Prior to Completion the Seller shall use all reasonable endeavours to obtain the grant of any
reversioners licences necessary to enable the Property Leases to be assigned and to assist
with the obtaining of such licences the Seller shall procure that ATM shall supply such
information and references as may be required by the reversioner pursuant to the Property
Leases and, where required by the Property Leases, the Seller will procure that ATM will
covenant direct with the reversioner to pay the rents and observe and perform the covenants
contained in the Property Leases
 14




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7.3
    
    Where the reversioners licence is required to enable the Property Leases to be assigned but
such licence is not obtained on or before Completion the provisions of this paragraph shall
apply from and including Completion to the assignment of the Property Leases to ATM
 7.3.1
    
    the Buyer will procure that ATM may enter the property demised by the Property
Leases and occupy it as licensee of the Company and the Company shall hold the Property
Leases upon trust for the ATM7.3.2
    
    the Seller will procure that ATM will pay for and reimburse the Company in
respect of all rates, water rates, insurance premiums, telephone, electricity and gas
charges and other outgoings of an annual or recurring nature (apportioned on a day to
day basis)7.3.3
    
    the Seller will procure that ATM will pay to the Company amounts equal to the
rents reserved by the Property Leases as and when the rents fall due pursuant to the
Property Leases and any other sum or sums payable thereunder and shall act or conduct
itself in such a manner that the covenants, obligations, conditions and stipulations
(other than for the payment of rents and any other sums and against alienation without
prior consent) on the part of the tenant contained in the Property Leases are fully
observed and performed and shall indemnify the Company against any breach,
non-observance, or non-performance of those covenants, obligations, conditions and
stipulations (save as aforesaid) and all costs, claims, damages, liabilities, expenses
or losses arising out of or in connection thereto7.3.4
    
    the Seller shall procure that ATM shall bear all third party, public liability
and employers liability risks attached to the occupation and use of the Property
Leases and shall indemnify the Company against them
 7.4
    
    Forthwith upon the grant of the reversioners licence to the assignment of the Property
Leases such assignment shall be completed and the Buyer shall procure that the Company
 15




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shall assign or transfer as appropriate the Property Leases to ATM with full title guarantee7.5
    
    The Seller agrees to indemnify the Buyer against all claims, costs and liabilities indirectly
or directly incurred in respect of the Property Leases and in respect of the transfer of the
Employees or any of the Excluded Assets pursuant to the ATM Transfer Agreement7.6
    
    The Seller agrees to indemnify the Buyer against all claims, costs and liabilities indirectly
or directly incurred as tax penalties or charges for late returns as specifically Disclosed in
the Disclosure Letter8
    
    DEBT COLLECTION, PARTS SERVICE COVER, SIGNAGE & TELEPHONE NUMBER8.1
    
    The Buyer acknowledges that pursuant to the ATM Transfer Agreement title to the Book Debts
has been assigned to TRM (ATM) Limited and the Buyer agrees with the Seller to permit a duly
authorized nominee of the Seller (granting all necessary rights of access and inspection) to:
 8.1.1
    
    Confirm the Aggregate Meter Readings within four (4) Business Days from the
date of this Agreement;8.1.2
    
    Collect as agent for the Company and retain for the benefit of TRM (ATM)
Limited all Book Debts that may be recovered for a period of sixty (60) Business Days
from the Completion Date (the Collection Period)
 8.2
    
    The Seller agrees that following the expiry of the Collection Period the Buyer shall be
entitled to retain all Book Debts that are not subject to a payment plan agreed in writing
between the Buyer and the Seller and put in place by the Seller with any book debtor during or
prior to the Collection Period which shall be retained for the benefit of TRM (ATM) Limited
 8.3
    
    The Seller agrees to provide all details as may be reasonably required by the Buyer in
respect of the payment plans envisaged pursuant to clause 8.2
 16




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8.4
    
    The Seller acting as agent for the Company agrees to procure (through itself or via its duly
authorized nominee) that all service cover required pursuant to the Customer Agreements shall
be maintained at the Sellers cost for a period of 30 calendar days from the Completion Date
pursuant to the SLA
 8.5
    
    The Buyer agrees with the Seller to procure at the Sellers cost that the Telephone Number is
transferred as soon as practicable following Completion to TRM (ATM) Limited or such other
party as the Seller shall nominate
 8.6
    
    The Buyer agrees to procure that all signage, branding and promotional materials not
relating to the Copier Business be removed from the Assets or otherwise returned to the Seller
so far as practicable immediately following Completion as the Seller shall require but for a
period of 24 months from the Completion Date the Buyer will be entitled to use such signage,
branding and promotional material subject to the terms of a user licence of even date herewith
between the Seller and the Buyer.9
    
    RESTRICTIONS ON THE SELLER
 9.1
    
    The Seller covenants with the Buyer that it shall not at any time during the period of 3
years beginning with the Completion Date, in the United Kingdom, carry on or be employed,
engaged or interested in any business which would be in competition with any part of the
Copier Business carried on at the Completion Date by the Company
 9.2
    
    The covenants in this clause 9 are intended for the benefit of the Buyer and the Company and
apply to actions carried out by the Seller in any capacity and whether directly or indirectly,
on the Sellers own behalf, on behalf of any other person or jointly with any other person9.3
    
    Nothing in this clause 9 prevents the Seller from holding for investment purposes only:
 9.3.1
    
    any units of any authorised unit trust; or9.3.2
    
    not more than 5% of any class of shares or securities of any company traded on
any internationally recognized stock exchange
 17




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9.4
    
    Each of the covenants in this clause 9 is a separate undertaking by the Seller and shall be
enforceable by the Buyer separately and independently of its right to enforce any one or more
of the other covenants contained in this clause 9.10
    
    CONFIDENTIALITY AND ANNOUNCEMENTS
 10.1
    
    Except so far as may be required by law, and in such circumstances only after prior
consultation with the Buyer, the Seller shall not at any time disclose to any person or use to
the detriment of the Company this Agreement or any trade secret or other confidential
information which it holds in relation to the Company and its affairs10.2
    
    No party shall make any announcement relating to this Agreement or its subject matter without
the prior written approval of the other party except as required by law or by any legal or
regulatory authority (in which case the parties shall co-operate, in good faith, in order to
agree the content of any such announcement so far as practicable prior to it being made)11
    
    FURTHER ASSURANCE11.1
    
    The Seller and the Buyer shall (at the instigators expense) promptly execute and deliver all
such documents, and do all such things, as the Seller or the Buyer may from time to time
reasonably require for the purpose of giving full effect to the provisions of this Agreement11.2
    
    The Buyer shall promptly execute and deliver all documents and authorizations that may be
required in respect of any Group Relief Filings that the Seller may require to be made
following Completion11.3
    
    The Buyer acknowledges that the Seller may elect to prepare UK statutory accounts for the
period from 1 January 2005 through to the Completion Date and following such election submit
an extended period tax return in respect of pre-completion Taxation matters of the Company and
the Buyer agrees to cooperate and promptly deliver all documents and authorizations as may be
required by the Seller to make such election
 18




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##### 



(including, but not limited to, the extension of the accounting reference date of the
Company)11.4
    
    The Buyer further agrees with the Seller to procure at the Sellers cost that following
completion such third party as the Seller may nominate shall be appointed by the Company for
the purpose of completing statutory audit work of the Company for the period 1 January 2005 to
31 December 2005 (or to Completion) and the Buyer shall provide to the Seller or its nominee
all access to premises and records as may be reasonably required to carry out such work11.5
    
    The Buyer shall fully cooperate with and grant to the Seller full conduct rights in respect
of any onward investigations from any Taxation Authority in respect of pre-completion Taxation
matters11.6
    
    The Buyer shall fully cooperate with and use its reasonable endeavors to procure that the VAT
and PAYE function not pertaining to the Copier Business is transferred to TRM (ATM) Limited as
soon as reasonably practicable following Completion and it is a condition subsequent of this
Agreement that such transfer be completed within 60 calendar days following Completion11.7
    
    The Seller shall procure that the Bank of America security(dated 19 November 2004 and
registered on 30 November 2004) is released as soon as possible following and in any event
within 20 days of Completion and that a sealed discharge or release together with a sworn and
completed Form 403a (declaring that charge has been released) is filed with Companies House
and a copy delivered to the Buyer11.8
    
    On or before 60 days from the Completion Date, the Seller shall provide to the Buyer a final
balance sheet showing the financial position of the Company as at Completion and shall
indemnify the Buyer for any sums due from the Company to the Seller as shown on that balance
sheet
 19




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##### 



12
    
    ASSIGNMENT12.1
    
    Except as provided otherwise in this Agreement, no party may assign, or grant any Encumbrance
or security interest over, any of its rights under this Agreement or any document referred to
in it12.2
    
    Each party that has rights under this Agreement is acting on its own behalf12.3
    
    The Buyer may assign its rights under this Agreement (or any document referred to in this
Agreement) but not its obligations to a member of its Group or to any person to whom it
transfers the Sale Shares12.4
    
    If there is an assignment:
 12.4.1
    
    the Seller may discharge its obligations under this Agreement to the assignor until
it receives notice of the assignment; and12.4.2
    
    the assignee may enforce this Agreement as if it were a party to it, but the Buyer
shall remain liable for any obligations under this Agreement
 13
    
    WHOLE AGREEMENT13.1
    
    This Agreement, and any documents referred to in it, constitute the whole agreement between
the parties and supersede any arrangements, understanding or previous agreement between them
relating to the subject matter they cover13.2
    
    Nothing in this clause 13 operates to limit or exclude any liability for fraud14
    
    VARIATION AND WAIVER14.1
    
    Any variation of this Agreement shall be in writing and signed by or on behalf of the parties14.2
    
    Any waiver of any right under this Agreement is only effective if it is in writing and it
applies only to the party to whom the waiver is addressed and to the circumstances for
 20




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##### 



which it is given and shall not prevent the party who has given the waiver from subsequently
relying on the provision it has waived14.3
    
    No failure to exercise or delay in exercising any right or remedy provided under this
Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future
exercise in whole or in part thereof14.4
    
    No single or partial exercise of any right or remedy under this Agreement shall preclude or
restrict the further exercise of any such right or remedy14.5
    
    Unless specifically provided otherwise, rights arising under this Agreement are cumulative
and do not exclude rights provided by law15
    
    COSTSUnless otherwise provided, all costs in connection with the negotiation, preparation,
execution and performance of this Agreement, and any documents referred to in it, shall be
borne by the party that incurred the costs16
    
    NOTICE16.1
    
    A notice given under this Agreement:
 16.1.1
    
    shall be in writing;16.1.2
    
    shall be sent for the attention of the person, and to the address or fax number,
specified in this clause 16 (or such other address, fax number or person as each party
may notify to the others in accordance with the provisions of this clause 16); and16.1.3
    
    shall be:
 16.1.3.1
    
    delivered personally; or16.1.3.2
    
    sent by fax; or16.1.3.3
    
    sent by pre-paid first-class post or recorded delivery; or
 21




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##### 



16.1.3.4
    
    (if the notice is to be served by post outside the country from
which it is sent) sent by airmail
 16.2
    
    The addresses for service of notice are:
 16.2.1
    
    TRM Copy Centers (USA) Corporation
 16.2.1.1
    
    address: 5208 N.E. 122nd Avenue, Portland, Oregon USA
97230-107416.2.1.2
    
    for the attention of: the Directors16.2.1.3
    
    +1 215-832-0078
 with a copy to:TRM Corporation  UK Headquarters
 16.2.1.4
    
    address: 1A Meadowbrook, Maxwell Way, Crawley, West Sussex RH10
9SA, England16.2.1.5
    
    for the attention of: the Company Secretary16.2.1.6
    
    fax number: +44 1293 585090
 16.2.2
    
    Digital 4 Convenience PLC
 16.2.2.1
    
    address: P.O. Box 909, Guildford, Surrey, GU4 7WY, England16.2.2.2
    
    for the attention of: David Marchant16.2.2.3
    
    fax number: 0870 240 0624
 16.3
    
    A notice is deemed to have been received:
 16.3.1
    
    if delivered personally, at the time of delivery; or16.3.2
    
    in the case of fax, at the time of transmission; or
 22




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##### 



16.3.3
    
    in the case of pre-paid first class post, recorded delivery, 2 Business days from the
date of posting; or16.3.4
    
    in the case of registered airmail, 3 Business Days from the date of posting; or16.3.5
    
    if deemed receipt under the previous paragraphs of this clause 16.3 is not within
business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a
public holiday in the place of receipt), when business next starts in the place of
receipt
 16.4
    
    To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax
number of the party or, in the case of post, that the envelope containing the notice was
properly addressed and posted17
    
    SEVERANCE17.1
    
    If any provision of this Agreement (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force17.2
    
    If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if
some part of it were deleted, the provision shall apply with whatever modification is
necessary to give effect to the commercial intention of the parties18
    
    AGREEMENT SURVIVES COMPLETIONThis Agreement (other than obligations that have already been fully performed) remains in
full force after Completion19
    
    THIRD PARTY RIGHTS19.1
    
    Subject to clause 19.2, this Agreement and the documents referred to in it are made for the
benefit of the parties and their successors and permitted assigns and are not intended to
benefit, or be enforceable by, anyone else
 23




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##### 



19.2
    
    The following provisions are intended to benefit future buyers of the Sale Shares from the
Buyer and, where they are identified in the relevant clauses, the Company and the Subsidiaries
and shall be enforceable by them to the fullest extent permitted by law:
 19.2.1
    
    (Warranties) and Schedule 3 (Warranties), subject to clause 6 (Limitations on
claims);19.2.2
    
    (Restrictions on the seller);19.2.3
    
    (Confidentiality and announcements); and19.2.4
    
    (Interest on late payment)
 19.3
    
    Each party represents to the other that their respective rights to terminate, rescind or
agree any amendment, variation, waiver or settlement under this Agreement are not subject to
the consent of any person that is not a party to this Agreement20
    
    SUCCESSORSThe rights and obligations of the Seller and the Buyer under this Agreement shall continue
for the benefit of, and shall be binding on, their respective successors and assigns21
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, each of which is an original
and which together have the same effect as if each party had signed the same document22
    
    GOVERNING LAW AND JURISDICTION22.1
    
    This Agreement and any disputes or claims arising out of or in connection with its subject
matter are governed by and construed in accordance with the law of England22.2
    
    The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this Agreement
 AS WITNESS
 24




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##### 



SCHEDULE 1
 Particulars of the company
 Part 1  The company
 Name:
    
    TRM Copy Centres (U.K.) LimitedRegistration number:
    
    3220922Registered office:
    
    1a Meadowbrook, Crawley, West Sussex, RH10
9SAIssued share capital
Amount:
Divided into:
    
    1,280,052 1,280,052
Ordinary shares of £1 eachRegistered shareholders (and
number of Sale Shares held):
    
    TRM Copy Centers (USA) Corporation holds
1,280,052 of the Sale SharesBeneficial owners of Sale
Shares (if different) (and
number of Sale Shares
beneficially owned):
    
    As registered shareholdersDirectors:
    
    Stuart Ashley Dean
Kevin Waterhouse
Jeffrey BrotmanSecretary:
    
    Daniel Jonathan LassAuditor
    
    PricewaterhouseCoopers LLPRegistered charges
    
    A debenture in favour of Bank of America,
NA (The Administrative Agent) dated 19
November 2004 and registered on 30 November
2004A debenture in favour of Barclays
Mercantile Business Finance Limited dated
29 July 2002 and registered on 31 July 2002
 25




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##### 



SCHEDULE 2
 Completion
 Part 1  What the Seller shall deliver to the Buyer at Completion
 1
    
    At Completion, the Seller shall deliver or cause to be delivered to the Buyer the following
documents and evidence:1.1
    
    transfers of the Sale Shares executed by the registered holders in favour of the Buyer;1.2
    
    the share certificates for the Sale Shares in the names of the registered holders or an
indemnity in the agreed form for any lost certificates;1.3
    
    in relation to the Company, the statutory registers and minute books (written up to the time
of Completion), the common seal, certificate of incorporation and any certificates of
incorporation on change of name;
 1.3.1
    
    the written resignation, executed as a deed and in the agreed form, of the
directors and secretaries of the Company from their offices and employment with the
Company;
 1.4
    
    the written resignation of the auditors of the Company accompanied in each case by:
 1.4.1
    
    a statement that there are no circumstances connected with
the auditors
resignation which should be brought to the notice of the members or creditors of the
Company; and1.4.2
    
    a written assurance that the resignation and statement have been, or will be,
deposited at the registered office of the Company (as the case may be) in accordance
with section 394 of the Companies Act 1985;
 1.5
    
    evidence, in agreed form, that any indebtedness has been discharged;1.6
    
    a projected draft balance sheet showing the financial position since the Accounts Date as at
the Completion Date
 26




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##### 



Part 2  Matters for the board meetings at Completion
 2
    
    The Seller shall cause a board meeting of the Company to be held at Completion at which the
matters set out in this Part 2 of this Schedule 2 shall take place3
    
    A resolution to register the transfer of the Sale Shares shall be passed at such board
meeting of the Company, subject to the transfers being stamped at the cost of the Buyer4
    
    All directors, secretaries and auditors of the Company shall resign from their offices and
employment (with the exception of Kevin Waterhouse who has agreed to remain as a non-executive
director of the Company following Completion with the Company and the Subsidiaries with effect
from the end of the relevant board meeting5
    
    The persons the Buyer nominates shall be appointed as directors and secretary of the Company
(but not exceeding any maximum number of directors contained in the relevant companys
articles of association). The appointments shall take effect at the end of the board meeting6
    
    Such auditors as the Buyer shall nominate shall be appointed as the auditors of the Company
with effect from the end of the relevant board meeting and such third party as the Seller
shall nominate shall be appointed for the purpose of completing statutory audit work from 1
January 2005 to 31 December 2005 (or Completion)7
    
    The address of the registered office of the Company shall be changed to the address required
by the Buyer8
    
    The accounting reference date of the Company shall be changed to the date required by the
Buyer save as may be required by the provisions of Clause 11
 27




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##### 



SCHEDULE 3
 Warranties
 Part 1  General warranties
 1
    
    POWER TO SELL THE COMPANY1.1
    
    The Seller is a corporation duly incorporated and registered in the State of Oregon, has
obtained all corporate authorisations and has all requisite power and authority to enter into
and perform this Agreement in accordance with its terms and the other documents referred to in
it1.2
    
    This Agreement and the other documents referred to in it constitute (or shall constitute when
executed) valid, legal and binding obligations on the Seller in the terms of the agreement and
such other documents1.3
    
    Compliance with the terms of this Agreement and the documents referred to in it shall not
breach or constitute a default under any of the following:
 1.3.1
    
    any agreement or instrument to which the Seller is a party or by which it is
bound; or1.3.2
    
    any order, judgment, decree or other restriction applicable to the Seller
 2
    
    SHARES IN THE COMPANY AND SUBSIDIARIES2.1
    
    The Sale Shares constitute the whole of the allotted and issued share capital of the Company
and are fully paid2.2
    
    The Seller is the sole legal and beneficial owner of the Sale Shares2.3
    
    The Company is the sole legal and beneficial owner of the whole allotted and issued share
capital of each of the Subsidiaries2.4
    
    The issued shares of the Subsidiaries are fully paid up
 28




---



##### 



2.5
    
    The Sale Shares and the issued shares of the Subsidiaries are free from all Encumbrances and
no commitment has been given to create an Encumbrance affecting the Sale Shares or the issued shares of the Subsidiaries2.6
    
    No right has been granted to any person to require the Company or any of the Subsidiaries to
issue any share capital and no Encumbrance has been created and no commitment has been given
to create an Encumbrance in favour of any person affecting any unissued shares or debentures
or other unissued securities of the Company or any of the Subsidiaries3
    
    ASSUMPTIONS3.1
    
    The Assumptions are true and accurate as at 31 October 20054
    
    ASSETS4.1
    
    The Assets exist and are in the possession of the Company and currently located at the
locations set out in the list to be attached as Schedule 7 (List of Site Locations) on
Completion4.2
    
    The Assets are in good working order having regard to their age (fair wear and tear excepted)4.3
    
    No right of sale or option to purchase in relation to the customer or other third parties
exists in regard to the Assets5
    
    CUSTOMER CONTRACTS5.1
    
    As far as the Seller is aware the Customer Contracts will remain enforceable immediately
following Completion5.2
    
    As far as the Seller is aware there are no disputes in which the Company is involved in
relation to the Customer Contracts
 29




---



##### 



5.3
    
    As far as the Seller is aware there is no material breach by the Company or any customer
under the Customer Contracts or any other agreements between the Company and the customers
 Part 2  Tax warranties
 6
    
    GENERAL6.1
    
    All notices, returns (including any land transaction returns), reports, accounts,
computations, statements, assessments and registrations and any other necessary information
submitted by the Company to any Taxation Authority for the purposes of Taxation have been made
on a proper basis, were punctually submitted, were accurate and complete when supplied and
remain accurate and complete in all material respects and none of the above is, or is likely
to be, the subject of any material dispute with any Taxation Authority6.2
    
    All Taxation (whether of the United Kingdom or elsewhere) for which the Company is or has
been liable or is liable to account for has been duly paid (insofar as such Taxation ought to
have been paid)6.3
    
    Neither the Company has made any payments representing instalments of corporation tax
pursuant to the Corporation Tax (Instalment Payments) Regulations 1998 in respect of any
current or preceding accounting periods and is not under any obligation to do so6.4
    
    Neither the Company has paid within the past seven years ending on the date of this
Agreement, or will become liable to pay, any penalty, fine, surcharge or interest charged by
virtue of the provisions of the TMA 1970 or any other Taxation Statute.6.5
    
    The Company has not within the past 12 months been subject to any visit, audit,
investigation, discovery or access order by any Taxation Authority and the Seller is not aware
of any circumstances existing which make it likely that a visit, audit, investigation,
discovery or access order will be made in the next 12 months6.6
    
    The amount of Taxation chargeable on the Company during any accounting period ending on or
within the six years before Completion has not, to any material extent,
 30




---



##### 



depended on any concession, agreements or other formal or informal arrangement with any
Taxation Authority6.7
    
    All transactions in respect of which any clearance or consent was required from any Tax
Authority have been entered into by the Company after such consent or clearance has been
properly obtained, any application for such clearance or consent has been made on the basis of
full and accurate disclosure of all relevant material facts and considerations, and all such
transactions have been carried into effect only in accordance with the terms of the relevant
clearance or consent.6.8
    
    The Company have duly submitted all claims, disclaimers and elections the making of which has
been assumed for the purposes of the Accounts and none of such claims, disclaimers or
elections are likely to be disputed or withdrawn6.9
    
    The Disclosure Letter contains full particulars of all matters relating to Taxation in
respect of which the Company is or at Completion will be entitled to:
 6.9.1
    
    make any claim (including a supplementary claim), disclaimer or election for
relief under any Taxation Statute or provision; and/or6.9.2
    
    appeal against any assessment or determination relating to Taxation; and/or6.9.3
    
    apply for a postponement of Taxation.
 6.10
    
    Neither the Company is or will become liable to make to any person (including any Taxation
Authority) any payment in respect of any liability to Taxation of any other person where that
other person fails to discharge liability to Taxation to which he is or may be primarily
liable7
    
    CHARGEABLE GAINS
 7.1
    
    The book value shown or adopted for the purposes of the Accounts as the value of each of the
assets of the Company on the disposal of which a chargeable gain or allowable loss
 31




---



##### 



could arise does not exceed the amount
which on a disposal of such asset at the
date of this Agreement would be deductible
under section 38 of TCGA 19928
    
    CAPITAL ALLOWANCES8.1
    
    No balancing charge under the CAA 2001 (or any other legislation relating to capital
allowances) would be made on the Company on the disposal of any pool of assets (that is, all
those assets whose expenditure would be taken into account in computing whether a balancing
charge would arise on a disposal of any of those assets) or of any asset not in such a pool,
on the assumption that the disposals are made for a consideration equal to the book value
shown in or adopted for the purpose of the Accounts for the assets in the pool or (as the case
may be) for the asset.8.2
    
    No event has occurred since the Accounts Date (otherwise than in the ordinary course of
business) whereby any balancing charge may fall to be made against, or any disposal value may
fall to be brought into account by, the Company under the CAA 2001 (or any other legislation
relating to capital allowances)9
    
    DISTRIBUTIONS9.1
    
    No distribution or deemed distribution within the meaning of sections 209, 210 or 211 of ICTA
1988 has been made (or will be deemed to have been made) by the Company after 5 April 1965
except dividends shown in their audited accounts and the Company is not bound to make any such
distribution.9.2
    
    No rents, interest, annual payments or other sums of an income nature paid or payable by the
Company or which the Company is under an existing obligation to pay in the future are or may
be wholly or partially disallowable as deductions, management expenses or charges in computing
profits for the purposes of corporation tax.9.3
    
    Neither the Company nor any Subsidiary has within the period of seven years preceding
Completion been engaged in, nor been a party to, any of the transactions set out in sections
213 to 218 (inclusive) of ICTA 1988, nor has it made or received a chargeable payment as
defined in section 218(1) of ICTA 1988
 32




---



##### 



10
    
    LOAN RELATIONSHIPSAll interests, discounts and premiums payable by the Company in respect of its loan
relationships (within the meaning of section 81 of the Finance Act 1996) are eligible to be
brought into account by the Company as a debit for the purposes of Chapter II of Part IV of
the Finance Act 1996 at the time and to the extent that such debits are recognised in the
statutory accounts of the Company11
    
    CLOSE COMPANIES11.1
    
    The Company has not at any time during the last six years ending at the Accounts Date been a
close company within the meaning of sections 414 and 415 of ICTA 198812
    
    GROUP RELIEF12.1
    
    Except as provided in the Accounts, the Company is not and will not be obliged to make or be
entitled to receive any payment for group relief as defined in section 402(6) of ICTA 1988 in
respect of any period ending on or before the Accounts Date, or any payment for the surrender
of the benefit of an amount of advance corporation tax or any repayment of such a payment13
    
    GROUPS OF COMPANIES13.1
    
    The Company has not has entered or agreed to enter into an election pursuant to section 171A
or section 179A of TCGA 1992 or paragraph 66 of Schedule 29 to the Finance Act 2002.13.2
    
    The execution or completion of this Agreement or any other event since the Accounts Date will
not result in any chargeable asset being deemed to have been disposed of and re-acquired by
the Company for Taxation purposes pursuant to section 179 of TCGA 1992, paragraphs 58 or 60 of
Schedule 29 to the Finance Act 2002 or as a result of any other Event (as defined in the Tax
Covenant) since the Accounts Date.13.3
    
    The Company has not ever been party to any arrangements pursuant to section 36 of the Finance
Act 1998 (group payment arrangements)
 33




---



##### 



13.4
    
    The Company has not been, and is not, required by Schedule 28AA of ICTA 1988 to compute its
profits or losses as if an arms length provision had been made instead of any actual
provision14
    
    INTANGIBLE ASSETSFor the purposes of this paragraph 9, references to intangible fixed assetsmean intangible
fixed assets and goodwill within the meaning of Schedule 29 to the Finance Act 2002 to which
the provisions of that Schedule apply and references to an intangible fixed assetshall be
construed accordingly.14.1
    
    No claims or elections have been made by the Company under Part 7 of, or paragraph 86 of
Schedule 29 to, the Finance Act 2002 in respect of any intangible fixed asset of the Company14.2
    
    Since the Accounts Date:
 14.2.1
    
    the Company does not own an asset which has ceased to be a chargeable intangible
asset in the circumstances described in paragraph 108 of Schedule 29 to the Finance Act
2002;14.2.2
    
    the Company has not realised or acquired an intangible fixed asset for the purposes
of Schedule 29 to the Finance Act 2002; and14.2.3
    
    no circumstances have arisen which have required, or will require, a credit to be
brought into account by the Company on a revaluation of an intangible fixed asset
 15
    
    COMPANY RESIDENCE AND OVERSEAS INTERESTS
 15.1
    
    The Company has within the past seven years been resident in the United Kingdom for
corporation tax purposes and have not at any time in the past seven years been treated for the
purposes of any double taxation arrangements having effect by virtue of section 249 of the
Finance Act 1994, section 788 of ICTA 1988 or for any other tax purpose as resident in any
other jurisdiction
 34




---



##### 



15.2
    
    The Company has not without the prior written consent of HM Treasury caused, permitted or
entered into any of the transactions specified in section 765 of ICTA 1988 (migration of
companies)15.3
    
    The Company does not hold shares in a company which is not resident in the United Kingdom and
which would be a close company if it were resident in the United Kingdom in circumstances such
that a chargeable gain accruing to the company not resident in the United Kingdom could be
apportioned to the Company pursuant to section 13 of TCGA 199215.4
    
    The Company is not holding and has not held in the past seven years any interest in a
controlled foreign company within section 747 of ICTA 1988, and it does not have any material
interest in an offshore fund as defined in section 759 of ICTA 198815.5
    
    The Company does not have a permanent establishment outside the UK16
    
    ANTI-AVOIDANCE16.1
    
    All transactions or arrangements made by the Company or any Subsidiary have been made on
fully arms length terms and there are no circumstances in which section 770A of, or Schedule
28AA to, ICTA 1988 or any other rule or provision could apply causing any Taxation Authority
to make an adjustment to the terms on which such transaction or arrangement is treated as
being made for Taxation purposes16.2
    
    Neither the Company nor any Subsidiary has at any time been a party to or otherwise involved
in a transaction or series of transactions in relation to which advisers considered that there
was a risk that the Company or relevant Subsidiary could be liable to taxation as a result of
the principles in W.T Ramsey Limited v IRC (54 TC 101) or Furniss v Dawson (55 TC 324), as
developed in subsequent cases17
    
    INHERITANCE TAX17.1
    
    The Company has not made any transfer of value within sections 94 and 202 of the IHTA 1984,
nor has it received any value such that liability might arise under section 199 of the
 35




---



##### 



IHTA 1984, nor has it been a party to associated operations in relation to a transfer of
value as defined by section 268 of the IHTA 198417.2
    
    There is no unsatisfied liability to inheritance tax attached to or attributable to the Sale
Shares or any asset of the Company and the Company is not subject to any Inland Revenue charge
as mentioned in section 237 and 238 of the IHTA 198417.3
    
    No asset owned by the Company or any Subsidiary, nor the Sale Shares, are liable to be
subject to any sale, mortgage or charge by virtue of section 212(1) of the IHTA 1984.18
    
    VAT18.1
    
    The Company is a taxable person and is duly registered for the purposes of VAT with quarterly
prescribed accounting periods, such registration not being pursuant to paragraph 2 of Schedule
1 to the VATA 1994 or subject to any conditions imposed by or agreed with HM Revenue & Customs
and the Company is not (nor are there any circumstances by virtue of which it may become)
under a duty to make monthly payments on account under the Value Added Tax (Payments on
Account) Order 1993.18.2
    
    The Company has complied with all statutory provisions, rules, regulations, orders and
directions in respect of VAT.19
    
    STAMP DUTY AND STAMP DUTY LAND TAX19.1
    
    Any document that may be necessary or desirable in proving the title of the Company to any
asset which is owned by the Company at Completion or any document which the Company may wish
to enforce or produce in evidence is duly stamped for stamp duty purposes.19.2
    
    Neither entering into this Agreement nor Completion will result in the withdrawal of any
stamp duty or stamp duty land tax relief granted on or before Completion and which will affect
the Company19.3
    
    The Disclosure Letter sets out full and accurate details of any chargeable interest (as
defined under section 48, Finance Act 2003) acquired or held by the Company before
 36




---



##### 



Completion in respect of which the Seller is aware or ought reasonably to be aware that an
additional land transaction return will be required to be filed with a Taxation Authority
and/or a payment of stamp duty land tax made on or after Completion
 Part 3  Other Warranties
 20
    
    INFORMATION20.1
    
    The particulars relating to the Company in this agreement are accurate and not
misleading.21
    
    COMPLIANCE WITH LAWS21.1
    
    The Company has at all times conducted its business in accordance with its memorandum and
articles of association and with all applicable laws and regulations.22
    
    LICENCES AND CONSENTS22.1
    
    The Company has all necessary licences, consents, permits and authorities necessary
to carry on its business in the places and in the manner in which its business is now carried
on, all of which are valid and subsisting.23
    
    INSURANCE23.1
    
    The insurance policies maintained by or on behalf of the Company provide full
indemnity cover against all losses and liabilities including business interruption and other
risks that are normally insured against by a person carrying on the same type of business as
the Company.23.2
    
    There are no material outstanding claims under, or in respect of the validity of,
any of those policies and so far as the Seller is aware, there are no circumstances likely to
give rise to any claim under any of those policies.23.3
    
    All the insurance policies are in full force and effect, are not void or voidable,
nothing has been done or not done which could make any of them void or voidable and Completion
will not terminate, or entitle any insurer to terminate, any such policy.
 37




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24
    
    POWER OF ATTORNEYThere are no powers of attorney in force given by the Company and no person, as agent or
otherwise, is entitled or authorised to bind or commit the Company to any obligation not in
the ordinary course of the Companys business.25
    
    DISPUTES AND INVESTIGATIONS25.1
    
    Neither the Company nor any of their respective directors nor any person for whom
the Company is vicariously liable:
 (a)
    
    is engaged in any litigation, administrative, mediation or arbitration
proceedings or other proceedings or hearings before any statutory or governmental
body, department, board or agency (except for debt collection in the normal course
of business); or(b)
    
    is the subject of any investigation, inquiry or enforcement proceedings by
any governmental, administrative or regulatory body.
 25.2
    
    No such proceedings, investigation or inquiry as are mentioned in paragraph 6.1 of
this Part 1 of Schedule 1 have been threatened or are pending and there are no circumstances
likely to give rise to any such proceedings.26
    
    TRANSACTIONS WITH THE SELLER26.1
    
    There is no outstanding indebtedness or other liability (actual or contingent) and
no outstanding contract, commitment or arrangement between the Company and the Seller or any
person connected with the Seller.26.2
    
    Neither the Seller, nor any person Connected with the Seller, is entitled to a claim
of any nature against the Company or has assigned to any person the benefit of a claim against
the Company to which the Seller or a person Connected with the Seller would otherwise be
entitled.27
    
    INSOLVENCY27.1
    
    The Company:
 (a)
    
    is not insolvent or unable to pay its debts within the meaning of the
Insolvency Act 1986 or any other insolvency legislation applicable to the company
concerned.
 27.2
    
    No step has been taken to initiate any process by or under which:
 38




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(a)
    
    the ability of the creditors of the Company to take any action to enforce
their debts is suspended, restricted or prevented; or(b)
    
    some or all of the creditors of the Company accept, by agreement or in
pursuance of a court order, an amount less than the respective sums owing to them in
satisfaction of those sums with a view to preventing the dissolution of the Company;
or(c)
    
    a person is appointed to manage the affairs, business and assets of the
Company, on behalf of the Companys creditors; or(d)
    
    the holder of a charge over the Companys assets is appointed to control
the business and assets of the Company.
 27.3
    
    In relation to the Company:
 (a)
    
    no administrator has been appointed;(b)
    
    no documents have been filed with the court for the appointment of an
administrator; and(c)
    
    no notice of intention to appoint an administrator has been given by the
relevant company, its directors or by a qualifying floating charge holder (as
defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986).
 27.4
    
    No process has been initiated which could lead to the Company being dissolved and
its assets being distributed among the relevant companys creditors, shareholders or other
contributors.27.5
    
    No distress, execution or other process has been levied on an asset of the Company.28
    
    DATA PROTECTIONThe Company has fully complied with the requirements of all applicable legislation
concerning rights in respect of privacy and personal data.29
    
    ACCOUNTS29.1
    
    The Accounts have been prepared in accordance with the Companies Acts and with
accounting standards, policies, principles and practices generally accepted in the UK and in
accordance with the law and give a true and fair view of the commitments, financial position
and affairs of the Company as at the Accounts Date and of the profit and loss of the Company,
for the financial year ended on that date.
 39




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29.2
    
    The Accounts:
 (a)
    
    make proper and adequate provision or reserve for depreciation on fixed
assets and for liabilities (including contingent liabilities) and Taxation
(including deferred Taxation);(b)
    
    do not overstate the value of current or fixed assets; and(c)
    
    do not understate any liabilities (whether actual or contingent).
 29.3
    
    The Accounts are not affected by any unusual or non-recurring items or any other
factor that would make the financial position and results shown by the Accounts unusual or
misleading in any material respect.29.4
    
    The Accounts have been prepared on a basis consistent with the audited accounts of,
the Company for the two prior accounting periods.30
    
    ACCOUNTING, FINANCIAL AND OTHER RECORDS30.1
    
    All accounting, financial and other records of the Company (including the statutory
books of the Company):
 (a)
    
    have been properly prepared, filed and maintained;(b)
    
    constitute an accurate record of all matters required by law to appear in
them;(c)
    
    do not contain any material inaccuracies or discrepancies;(d)
    
    are in the possession of the Company; and(e)
    
    comply with all applicable laws.
 30.2
    
    No notice has been received or allegation made that any of those records are
incorrect or should be rectified.31
    
    CHANGES SINCE ACCOUNTS DATESince the Accounts Date:
 (a)
    
    the Company has conducted its business in the normal course and as a going
concern;(b)
    
    the Company has not issued or agreed to issue any share or loan capital;(c)
    
    no dividend or other distribution of profits or assets has been, or agreed
to be, declared, made or paid by the Company;(d)
    
    the Company has not borrowed or raised any money or taken any form of
financial security and no capital expenditure has been incurred on any individual
 40




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item by the Company in excess of £5,000 and the Company has not acquired, invested
or disposed of (or agreed to acquire, invest or dispose of) any individual item by
the Company in excess of £5,000; and(e)
    
    no shareholder resolutions of the Company have been passed other than as
routine business at an annual general meeting;
 32
    
    EFFECT OF SALE OF SALE SHARES
 Neither the acquisition of the Sale Shares by the Buyer nor compliance with the terms of
this agreement will:
 (a)
    
    cause the Company to lose the benefit of any right or privilege it
presently enjoys; or(b)
    
    relieve any person of any obligation to the Company (whether contractual or
otherwise), or enable any person to determine any such obligation or any right or
benefit enjoyed by the Company, or to exercise any right in respect of the Company.;
or
 so far as the Seller is aware, result in any officer receiving any payment or benefit.
 41




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SCHEDULE 4
 Property Leases
 Unit 4 Brunel Centre
 1
    
    Lease dated 30 June 1992 and made between (1) J. Sainsbury Trustees Limited and J Sainsbury
Trustees (No.2) Limited, (2) TRM Copy Centres (U.K.) Limited and (3) TRM Copy Centers
Corporation in relation to Unit 4 Brunel Centre Newton Road Crawley for a term of 25 years
commencing on 22 December 1989
 Unit 1A Meadowbrook Industrial Centre
 2
    
    Underlease dated 27 November 2003 and made between (1) J. P. Pumps Limitd, (2) TRM Copy
Centres (UK) Limited and (3) TRM Corporation in relation to Unit 1A Meadowbrook Industrial
Centre Maxwell Way Crawley, West Sussex for a term commencing on 27 November 2003 and ending
on 25 September 2012
 3
    
    Lease dated 23 December 1996 and made between (1) Nortrust Nominees Limited, (2) Stork Pumps
Limited and (3) Stock NV in relation to Unit 1A Mead Brooker Industrial Centre Maxwell Way
Crawley West Sussex for a term ending on 29 September 2012
 Unit 6 The Brunel Centre
 4
    
    Lease dated 30 September 2003 and made between (1) UKPH No.1 Limited and (2) TRM Copy Centres
(UK) Limited in relation to Unit 6, The Brunel Centre, Newton Road Crawley, West Sussex for a
term of 3 months commencing on 15 September 2003 and ending on 14 December 2003
 Hemel Hemstead
 5
    
    Lease dated 2 June 1993 and made between (1) Pearl Assurance Limited Company and (2) TRM Copy
Centres (UK) Limited in relation to Unit 3 Maxted Corner Eaton Road Hemel Hempstead
Hertfordshire for a term of 25 years commencing on 2 June 1993
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SCHEDULE 5
 The Assumptions
 1.
    
    At Completion the total number of photocopiers to be sold by the Company is not
materially less than or greater than 2600 (comprising both Toshiba and Mita photocopiers)2.
    
    All the Assets comprise used Toshiba eStudio 12, 16 or 20 digital photocopiers and Mita
photocopiers3.
    
    The average number of copies billed by the Company each calendar month for the Assets
is in excess of three million and nine hundred thousand copies (3,900,000)4.
    
    The average amount billed by the Company for each copy is 6.2 pence including VAT5.
    
    The average commission paid by the Company to the retailer is not in excess of 15% of
the amount billed per copy excluding VAT6.
    
    The average net revenue per calendar month for 2005 is a minimum of £204750 (net of VAT
and net of Customer commission)7.
    
    The Buyer will assume responsibility for all maintenance costs relating to the Assets
following Completion (except as provided in paragraph 10 below)8.
    
    The Buyer and the Seller will agree a cost formula for all paper supply (and including
delivery) relating to the Assets for one month following Completion. Paper costs including
supply and delivery shall not exceed £1.50 per ream (or per 500 sheets)9.
    
    The average remaining period relating to the customer contracts between the Company and
its customers (the Customer Contracts) is not materially less than or greater than
seventeen months10.
    
    All Customer Agreements will be maintained by the Company as agent for the Buyer for a
period of thirty calendar days from Completion at no additional charge to the Buyer11.
    
    The Company will supply the Buyer with a final meter reading for each photocopier on
Completion
 43




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SCHEDULE 6
 44




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SCHEDULE 7
 45




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SCHEDULE 8
 1
    
    The Aggregate Meter Readings having been obtained2
    
    The issue of a formal notification to all customers and staff of the Company3
    
    Execution of the ATM Transfer Agreement
 46




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SCHEDULE 9
 47




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SIGNED BY
    
    
    )Duly authorised for and on behalf of
    
    
    )TRM Copy Centers (USA) Corporation
    
    
    )
    
    
    /s/ Kevin WaterhouseDirectorSIGNED BY
    
    
    )for and on behalf of
    
    
    )Digital 4 Convenience PLC
    
    
    )
    
    
    /s/ David MarchantDirector
 48




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Exhibit 99.1
  dantierney@trm.com
 TRM Announces Sale of UK Photocopier Business
 TRMM
   About TRM
  FORWARD LOOKING STATEMENTS
  49




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50