**Exhibit 10.7(h)****EMPLOYMENT AGREEMENT**     THIS AGREEMENT, made this 11th day of November 2005, by and between TRMCorporation, an Oregon corporation (hereinafter called “Company”), and Kenneth L. Tepper, anindividual residing in Pennsylvania (hereinafter called “Executive”).WITNESSETH:     Company wishes to continue to employ Executive and Executive wishes to continue to be in theemploy of Company on the terms and conditions contained in this Agreement.     WHEREAS, due toCompany’s desire to continue to employ Executive as President and ChiefExecutive Officer and to gain the protections and benefits contained in this Employment Agreement,Company and Executive agree to the covenants and restrictions contained herein;     WHEREAS, due to Executive’sdesire to continue to serve as President and Chief ExecutiveOfficer and gain the protections and new and expanded benefits contained in this Employment Agreement(“Agreement”), Executive agrees to the covenants and restrictions contained herein;     NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained hereinand intending to be legally bound hereby, Company and Executive agree as follows:     1. Definitions. As used herein, the following terms shall have the meanings set forthbelow unless the context otherwise requires.          “Affiliate” shall mean a person or entity who or which (i) with respect to any entity,directly or indirectly through one or more intermediaries, controls, or is controlled by, or isunder common control with, such entity; or (ii) with respect to Executive, is a parent, spouse,child or issue of Executive, including persons in an adopted or step relationship.          “Annual Bonus” shall mean the bonus payment(s) available to Executive at the solediscretion of the majority of the Board of Directors or the Compensation Committee, as set forth inSection 5(b), as such amount may be adjusted from time to time.          “Base Salary” shall mean the annual rate of compensation set forth in Section 5(a), assuch amount may be adjusted from time to time.          “Board” shall mean the Board of Directors of Company.          “Business” shall mean the business conducted by Company or any Subsidiary or corporateparent thereof or entity sharing a common corporate parent with the Company on the date ofexecution of this Agreement, including business activities in developmental stages, businessactivities which may be developed by the Company, or by any Subsidiary or corporate
33

 
parent thereof or entity sharing a common corporate parent with the Company, during the periodof Executive’s employment by Company, and all other business activities which flow from areasonable expansion of any of the foregoing during Executive’s employment with the Company andabout which Executive had or has constructive or actual knowledge.          “Cause” shall include any one or more of the following:          (a) Executive breaches or neglects the material and substantial duties that Executive isrequired to perform under the terms of this Agreement, including if Executive performs his dutiesin an incompetent manner, after written notice of the breach or neglect and thirty (30) days tocure such breach or neglect;          (b) The reasonable belief of a majority of the Board of Directors that Executive has committeda crime of moral turpitude or has entered a plea of nolo contendere (or similar plea) to a chargeof such an offense;          (c) Executive uses alcohol in an inappropriate manner or any unlawful controlled substancewhile performing his duties under this Agreement and such use materially interferes with thematerial performance of Executive’s duties under this Agreement;          (d) Executive commits any act of criminal fraud, material dishonesty or misappropriationrelating to or involving the Company;          (e) Executive materially violates a rule(s), regulation(s), policy(ies) or plan(s) governingExecutive performance or express direction(s) of the Board;          (f) Executive engages in the unauthorized disclosure of Confidential Information; or          (g) Executiveacts in a manner that is materially contrary to the best interests of the Companyafter he is given written notice of his actions, as well as 30 days to cure.          “Change of Control” shall be deemed to have occurred upon the earliest to occur of thefollowing events:          (a) thedirect or indirect sale, lease, transfer, conveyance or other disposition (other thanby way of merger or consolidation), in one or a series of related transactions, of all orsubstantially all of the properties or assets (including in the Company’s subsidiaries) of theCompany and its subsidiaries taken as a whole, to any “person” (as that term is used in Section13(d)(3) of the Exchange Act);          (b) the adoption of a plan relating to the liquidation or dissolution of the Company;          (c) the consummation of any transaction (including, without limitation, any merger orconsolidation) the result of which is that any “Person” (as that term is used in Section 13(d)(3)of the Exchange Act), becomes the “Beneficial Owner” (as that term is used in Section
34

 
13(d)(3) of the Exchange Act), directly or indirectly, of more than 35% of the Voting Stock ofthe Company;          (d) the Companyconsolidates or merges with or into another Person or any Person consolidatesor merges with or into the Company, in either case under this clause, in one transaction or aseries of related transactions in which immediately after the consummation thereof PersonsBeneficially Owning, directly or indirectly, Voting Stock representing in the aggregate a majorityof the total voting power of the Voting Stock of the Company immediately prior to such consummationdo not Beneficially Own, directly or indirectly, Voting Stock representing a majority of the totalvoting power of the Voting Stock of the Company or the surviving or transferee Person; or          (l) the first day on which a majority of the members of the Board of Directors of the Companyare not Continuing Directors.          “Commencement Date” shall have the meaning specified in Section 4 hereof.          “Confidential Information” shall have the meaning specified in Section 12(b) hereof.          “Disability”shall mean Executive’s inability, for a period of thirteen (13)consecutive weeks, or a cumulative period of 120 business days (i.e., Mondays through Fridays,exclusive of days on which Company is generally closed for a holiday) out of a consecutive periodof twelve (12) months, to perform the essential duties of Executive’s position, due to a disabilityas that term is defined in the Americans With Disabilities Act.          “Restricted Area” shall have the meaning specified in Section 12(a)(i) hereof.          “Restricted Period A” shall have the meaning specified in Section 12(a) hereof.          “Restricted Period B” shall have the meaning specified in Section 12(b) hereof.          “Subsidiary” shall mean any company in which Company owns directly or indirectly 50%or more of the Voting Stock or 50% or more of the equity; or any other venture in which it ownseither 50% or more of the voting rights or 50% or more of the equity.          “Term of Employment” shall mean the period specified in Section 4 hereof as the samemay be terminated in accordance with this Agreement.     2. Employment. Companyhereby employs Executive as President and Chief Executive Officer andExecutive hereby accepts employment by Company for the period and upon the terms and conditionsspecified in this Agreement.     3. Office and Duties.          (a) Executive shall continue to serve as the President and Chief Executive Officer of Company.In such capacity, Executive shall render such services as are necessary and desirable to protectand advance the best interests of Company, acting, in all instances, under the
35

 
supervision of and in accordance with the policies set by the Board. As President and ChiefExecutive Officer, Executive shall be responsible for managing the day-to-day operations of thebusiness and shall have the responsibility and authority, subject to policies set by and with theapproval of the Board, to employ and terminate Executives, sign agreements and otherwise toimplement the policies and directives of the Board, all subject to the provisions of any operatingbudget or budgets as may be approved from time to time by the Board and subject to the By-Laws ofthe Company. Executive shall perform any other duties reasonably required by the Board andreasonably related to his responsibilities as President and Chief Executive Officer.          (b) For as long as Executive shall remain an Executive of Company, Executive’s entire workingtime, energy, skill and best efforts shall be devoted to the performance of Executive’s dutieshereunder in a manner which will faithfully and diligently further the business and interests ofCompany. Executive may engage in charitable, civic, fraternal, trade and professional associationactivities that do not interfere with Executive’s obligations to Company, but Executive shall notwork for any other for-profit business without so disclosing such activity to the Board, in whichevent the Board may not unreasonably withhold its consent to such activity.     4. Term. Executiveshall be employed by Company for a Term of Employment (the“Initial Term”), commencing November 1, 2005 (the “Commencement Date”), and ending onOctober 31, 2008,unless sooner terminated as hereinafter provided. However, at the endof the Initial Term on October 31, 2008, the Term of Employment and this Employment Agreement will be automatically extended forconsecutive one (1) year terms (“Additional Term”) unless not later than thirty (30) days prior toOctober 31, 2008, or thirty (30) days prior to any successive anniversary of that date, either partygives written notice that it does not wish to extend this Employment Agreement. During anyAdditional Term, this Agreement and Executive’s employment can be terminated in accordance withSections 7 — 10 below.     5. Compensation and Benefits.          (a) For all of the service rendered by Executive to Company, Executive shall receive BaseCompensation at the gross annual rate of four hundred and seventy-five thousand USD ($475,000.00),payable in installments in accordance with Company’s regular payroll practices in effect from timeto time. The Base Compensation shall be reviewed annually, on or around the anniversary date ofthe Commencement Date of this Agreement to ascertain, in the sole discretion of the Board or theCompensation Committee, the amount, if at all, the Executive’s Base Compensation should beincreased, but it shall not be decreased.          (b) In addition to the foregoing compensation, Executive is eligible to receive an AnnualBonus each fiscal year in an amount, as shall be determined by a majority of the Board of Directorsor the Compensation Committee, in their sole discretion. The Annual Bonus shall be payable in theCompany’s sole discretion, either in a single lump-sum payment, or in equal monthly installmentsbeginning no later than ninety (90) days after the end of the relevant fiscal year. To be eligiblefor the Annual Bonus, Executive must be actively employed by the Company on the last day of therelevant fiscal year.          (c) If Executive’s employment is terminated by the Company at any time within three monthsbefore, or twelve months after the occurrence of a Change in Control (except for cause), (i) allStock Options and Restricted Stock granted to Executive by Company, which
36

 
pursuant to the terms of the applicable plan vest upon a Change in Control, shall vest uponthe date of Executive’s employment termination, and shall be exercisable to Executive for ten (10)years thereafter and (ii) Company shall pay Executive an amount equal to the average of Executive’shighest three (3) years of Base Compensation multiplied by 2.99, so long as Executive executes anddoes not revoke a Separation Agreement and General Release Agreement acceptable to Company whichwill be substantially in the terms and form attached hereto as Exhibit “A”. Except as otherwisespecifically set forth in this Section 5(c), all Base Compensation, Annual Bonus, additional bonus,and any other compensation and benefits provided herein shall cease at the time of suchtermination, subject to the terms of any benefit or compensation plans then in force and applicableto Executive, and Company shall have no liability or obligation hereunder by reason of suchtermination.          (d) In the event any amounts payableunder this Agreement (and/or under any other plan,agreement or arrangement by which Executive is to receive payments in the nature of compensation fromthe Company) would constitute “excess parachute payments,” as that term is defined for purposes ofSection 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulationspromulgated pursuant thereto, Executive will receive additional cash payments such that, after payment ofall federal, state and local income taxes and federal excise taxes on the excess parachute paymentsand on the additional cash payments made under this paragraph,Executive will have a net amount equal tothe amount Executive would have received under the terms of this Agreement and/or under any other plan,agreement or arrangement pursuant to which Executive entitled to receive payments in the nature ofcompensation from the Company (but not including the excess parachute gross-up payments payable toExecutive pursuant to this paragraph) if no portion of such payments and/or benefits were treated asexcess parachute payments for purposes of Code Section 280G.          (e) Executive agrees and acknowledges that his employment and the other protections andbenefits of this Agreement are full, adequate and sufficient consideration for the restrictions andobligations set forth in Sections 11 and 12 of this Agreement.     6. Fringe Benefits. As an inducement to Executive to continue employment hereunder,and in consideration of Executive’s covenants under this Agreement, Executive shall be eligible tothe benefits set forth below (the “Fringe Benefits”) during the Term of Employment:          (a) Executive shall be eligible to participate in any health, life, accident or disabilityinsurance, sick leave or other benefit plans or programs made available to other similarly situatedExecutives of Company on terms at least equal to those available to other similarly situatedExecutives of Company as long as the plans and programs are kept in force by Company and providedthat Executive meets the eligibility requirements and other terms, conditions and restrictions ofthe respective plans and programs, with the understanding that the Company will keep in forcethroughout the Term of this Agreement health, life, accident and disability insurance and sickleave benefits equal to or greater than those in effect at the Commencement Date.          (b) Executive shall be entitled to four (4) weeks paid vacation during each year, subject toCompany’s generally applicable policies relating to vacations, and excluding standard Companyholidays.
37

 
          (c) Executive shall be entitled to an automobile leased by the Company on his behalf or anautomobile allowance, consistent with Company policy and practice. Company shall pay theautomobile insurance for one vehicle used by Executive in connection with his employment byCompany.     7. Disability. If Executive suffers a Disability as that term is defined in Section 1herein, the Company may terminate Executive’s employment relationship with Company at any timethereafter (after the expiration of time periods described in the definition of “Disability” inSection 1) by giving Executive thirty (30) days written notice of termination. Thereafter, Companyshall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits or anyother form of compensation or benefit to Executive, except as otherwise required by law or bybenefit plans provided at Company expense, other than (a) amounts of Base Compensation accruedthrough the date of termination, (b) vested Stock and Stock Options, and (c) reimbursement ofappropriately documented expenses incurred by Executive before the termination of employment, tothe extent that Executive would have been entitled to such reimbursement but for the termination ofemployment.     8. Death. If Executive dies during the Term of Employment, the Term of Employment andExecutive’s employment with Company shall terminate as of the date of Executive’s death. Companyshall have no obligation to Executive or Executive’s estate for Base Compensation, Annual Bonus,Fringe Benefits or any other form of compensation or benefit, except as otherwise required by lawor by benefit plans provided at Company expense, other than (a) amounts of Base Compensation thathave accrued through the date of Executive’s death, (b) vested Stock and Stock Options, and (c)reimbursement of appropriately documented expenses incurred by Executive before the termination ofemployment, to the extent that Executive would have been entitled to such reimbursement but for thetermination of employment.     9. Termination for Cause. Company may terminate Executive’s employment relationshipwith Company at any time for Cause as that term is defined in Section 1 herein, effective not lessthan ten (10) days after written notice of such termination. Upon the effective date oftermination of Executive under this Section 9, Company shall have no obligation to Executive forBase Compensation, Annual Bonus, Fringe Benefits, or any other form of compensation or benefitsother than (a) amounts of Base Compensation, and vested Stock and Stock Options accrued through theeffective date of termination, and (b) reimbursement of appropriately documented expenses incurredby Executive before the written notice of termination of employment, to the extent that Executivewould have been entitled to such reimbursement but for the termination of employment. In suchevent, Executive will be entitled to elect to continue participation in any health, life, accidentor disability insurance plans of the Company at Executive’s expense if plans allow for continuationat no cost to the Company.     10. Termination without Cause.          (a) Company may terminate Executive’s employment relationship with Company at any time withoutCause upon ninety (90) days written notice. Notwithstanding termination of Executive under thisSection 10, Company shall pay Executive an amount equal to the average of Executive’s highest three(3) years of Base Compensation plus Annual Bonus multiplied by 2.99, and Executive shall be entitled to receive allvested Stock and Stock Options (all of which will fully vest upon such termination), so long asExecutive executes and does not revoke a Separation Agreement
38

 
and General Release Agreement acceptable to Company which will be substantially in the termsand form attached hereto as Exhibit “A”.          (b) Executive may terminate his employment with Company for any or no reason, upon ninety (90)days written notice. If such notice is provided by Executive, Employer, in its sole discretion,may waive the notice period or any portion thereof, with pay (Base Compensation only) to Executivefor the remaining notice period. Upon termination by Executive of his employment under theprovisions of this Subsection 10(b), the Company shall have no obligation to Executive for BaseCompensation, Annual Bonus, Fringe Benefits or any other form of compensation or benefits otherthan (a) amounts of Base Compensation, vested Stock and Stock Options accrued through theeffective date of termination, and (b) reimbursement of appropriately documented expenses incurredby Executive before the termination of employment, to the extent that Executive would have beenentitled to such reimbursement but for his termination of his employment.          (c) Termination of Executive’s employment pursuant to Sections 7 through 10 shall release theCompany of all its liabilities and obligations under this Agreement, except as expressly providedin Sections 7 through 10. Termination of Executive’s employment pursuant to this Section shallnot, however, release Executive from Executive’s obligations and restrictions as stated in Sections11 and 12 of this Agreement.          (d) Executive shall not be entitled to any payment or benefit under any Company severance planother than as reflected herein under Section 10, and supercedesany or all other practice or policy, if any, in effect at or afterthe time of Executive’s termination since this Agreement.     11. Company Property. All advertising, sales, manufacturers’ and other materials orarticles or information, including without limitation data processing reports, computer programs,software, customer information and records, business records, price lists or information, samples,or any other materials or data of any kind physically furnished to Executive by Company ordeveloped by Executive on behalf of Company or at Company’s direction or for Company’s use orotherwise in connection with Executive’s employment hereunder, are and shall remain the soleproperty of Company, including in each case all copies thereof in any medium, including computertapes and other forms of information storage. If Company requests the return of such materials atany time during or at or after the termination of Executive’s employment, Executive shall deliverall copies of the same to Company immediately.     12. Noncompetition, Trade Secrets, Etc. Executive hereby acknowledges that, duringand solely as a result of his employment by Company, Executive has had and will have access toConfidential Information as that term is defined herein. In consideration of such special andunique opportunities afforded by Company to Executive as a result of Executive’s employment and theother benefits referred to within this Agreement, the Executive hereby agrees as follows:          (a) From the date hereof until twenty-four (24) months following the termination ofExecutive’s employment with Company, for any or no reason, whether initiated by Executive orCompany, (“Restricted Period A”);
39

 
               (i) Executive shall not, for his own benefit or the benefit of any third party, directly orindirectly engage in (as a principal, shareholder, partner, director, officer, agent, Executive,consultant or otherwise) or be financially interested in any business operating within the UnitedStates or Canada (the “Restricted Area”), which provides consumer convenience services materiallythe same as the services Company provides to third parties, or any other business activities whichare materially the same as and which are in direct competition with the Business, or with anybusiness activities carried on by Company or being planned by Company, at the time of thetermination of Executive’s employment, or any other business activities which are materially thesame as the Business for any of the Company’s past, present or prospective clients, customers oraccounts; provided however, nothing contained in this Section 12 shall prevent Executive fromholding for investment less than five percent (5%) of any class of equity securities of a companywhose securities are publicly traded on a national securities exchange or in a national marketsystem.               (ii) Induce or attempt to influence any Executive, customer, independent contractor orsupplier of Company to terminate employment or any other relationship with Company. During theRestricted Period, while Executive is still employed by the Company, Executive shall not, directlyor indirectly, disclose or otherwise communicate to any of the clients, customers or accounts ofCompany, its Affiliates or any Subsidiary thereof that he has been terminated, is consideringterminating or has decided to terminate employment with Company.          (b) From the date hereof until twenty-four (24) months following the termination ofExecutive’s employment with the Company, for any or no reason, whether initiated by Executive orCompany (“Restricted Period B”), Executive shall not use for Executive’s personal benefit, ordisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm,association, or company other than Company, any “Confidential Information” which term shall meanany information regarding the business methods, business policies, policies, procedures,techniques, research or development projects or results, historical or projected financialinformation, budgets, trade secrets, or other knowledge or processes of or developed by Company orany names and addresses of customers or clients or any data on or relating to past, present orprospective Company customers or clients or any other confidential information relating to ordealing with the business operations or activities of Company, made known to Executive or learnedor acquired by Executive while in the employ of Company. Confidential Information shall notinclude (1) information unrelated to the Company which was lawfully received by Executive free ofrestriction from another source having the right to so furnish such Confidential Information; or(2) information after it has become generally available to the public or to industry competitorswithout breach of this Agreement by the Executive; or (3) information which at the time ofdisclosure to the Executive was known to the Executive to be free of restriction as evidenced bydocumentation from the Company which the Executive possesses, or (4) information which Companyagrees in writing is free of such restrictions. All memoranda, notes, lists, records, files,documents and other papers and other like items (and all copies, extracts and summaries thereof)made or compiled by Executive or made available to Executive concerning the business of Companyshall be Company’s property and shall be delivered to Company promptly upon the termination ofExecutive’s employment with Company or at any other time on request. The foregoing provisions ofthis Subsection 12(b) shall apply during and for a period of two (2) years after Executive is anExecutive of Company and shall be in addition to (and not a limitation of) any legally applicableprotections of Company’s interest in confidential information, trade secrets and the like. At thetermination of
40

 
Executive’s employment with Company, Executive shall return to Company all copies ofConfidential Information in any medium, including computer tapes and other forms of data storage.          (c) Any and all writings, inventions, improvements, processes, procedures and/or techniqueswhich Executive may make, conceive, discover or develop, either solely or jointly with any otherperson or persons, at any time when Executive is an Executive of Company, whether or not duringworking hours and whether or not at the request or upon the suggestion of Company, which relate toor are useful in connection with the Business or with any business now or hereafter carried on orcontemplated by Company, including developments or expansions of its present fields of operations,shall be the sole and exclusive property of Company. Executive shall make full disclosure toCompany of all such writings, inventions, improvements, processes, procedures and techniques, andshall do everything necessary or desirable to vest the absolute title thereto in Company.Executive shall write and prepare all specifications and procedures regarding such inventions,improvements, processes, procedures and techniques and otherwise aid and assist Company so thatCompany can prepare and present applications for copyright or Letters Patent therefor and cansecure such copyright or Letters Patent wherever possible, as well as reissues, renewals, andextensions thereof, and can obtain the record title to such copyright or patents so that Companyshall be the sole and absolute owner thereof in all countries in which it may desire to havecopyright or patent protection. Executive shall not be entitled to any additional or specialcompensation or reimbursement regarding any and all such writings, inventions, improvements,processes, procedures and techniques.          (d) Executive acknowledges that the restrictions contained in the foregoing Subsections inview of the nature of the business in which Company is engaged, are reasonable and necessary inorder to protect the legitimate interests of Company, that their enforcement will not impose ahardship on Executive or significantly impair Executive’s ability to earn a livelihood, and thatany violation thereof would result in irreparable injuries to Company. Executive and Companyacknowledge that, in the event either party believes the other party has violated any of the termsof this Agreement, the other party shall be entitled to seek from any court of competentjurisdiction, without attempting arbitration, preliminary and permanent injunctive relief.          (e) If the Restricted Periods or the Restricted Area specified above should be adjudgedunreasonable in any proceeding, then the period of time shall be reduced by such amount or the areashall be reduced by the elimination of such portion or both such reductions shall be made so thatsuch restrictions may be enforced for such time and in such area as is adjudged to be reasonable.If Executive violates any of the restrictions contained in the foregoing Subsections, the relevantRestricted Period shall be extended by a period equal to the length of time from the commencementof any such violation until such time as such violation shall be cured by Executive to thesatisfaction of Company. Executive hereby expressly consents to the jurisdiction of any courtwithin the Eastern District of Pennsylvania for the purpose of seeking a preliminary or permanentinjunction as described above in Section 12(d), and agrees to accept service of process bycertified mail return receipt requested relating to any such proceeding. Company may supply a copyof Section 12 of this Agreement to any future or prospective employer of Executive or to any personto whom Executive has supplied information if Company determines in good faith that there is areasonable likelihood that Executive has violated or will violate such Section.
41

 
     13. Prior Agreements. Executive represents to Company that there are no restrictions,agreements or understandings, oral or written, to which Executive is a party or by which Executiveis bound that prevent or make unlawful Executive’s execution or performance of this Agreement.     14. Miscellaneous.          (a) Indulgences, Etc. Neither the failure nor any delay on the part of either partyto exercise any right, remedy, power or privilege under this Agreement shall operate as a waiverthereof, nor shall any single or partial exercise of any right, remedy, power or privilege precludeany other or further exercise of the same or of any other right, remedy, power or privilege, norshall any waiver of any right, remedy, power or privilege with respect to any occurrence beconstrued as a waiver of such right, remedy, power or privilege with respect to any otheroccurrence. No waiver shall be effective unless it is in writing and is signed by the partyasserted to have granted such waiver.          (b) Controlling Law. This Agreement and all questions relating to its validity,interpretation, performance and enforcement (including, without limitation, provisions concerninglimitations of actions), shall be governed by and construed in accordance with the laws of theCommonwealth of Pennsylvania, notwithstanding any conflict-of-laws doctrines of such jurisdictionto the contrary, and without the aid of any canon, custom or rule of law requiring constructionagainst the draftsman.          (c) Notices. All notices, requests, demands and other communications required orpermitted under this Agreement shall be in writing and shall be deemed to have been duly given,made and received only when personally delivered, on the day specified for delivery when depositedwith a recognized national or regional courier service for delivery to the intended addressee ortwo (2) days following the day when deposited in the United States mails, first class postageprepaid, addressed as set forth below:If to Executive:Kenneth L. Tepper