**Exhibit 10.6(b)****RETAINER AGREEMENT**     THIS AGREEMENT, made this 31 day of May, 2007, by and between TRM Corporation, an Oregoncorporation (hereinafter called “Company”) and Jeffrey F. Brotman, an individual residingin Pennsylvania (hereinafter called “Chairman”).WITNESSETH:     WHEREAS, Chairman has been President and Chief Executive Officer of Company since March 2006and Chairman of the Board of Directors since September 2006 pursuant to an agreement betweenChairman and Company dated May 3, 2006 (the “Employment Agreement”);     WHEREAS, on the Effective Date (as defined herein), Richard B. Stern shall become thePresident and Chief Executive Officer of Company and Chairman shall remain Chairman of the Board ofDirectors;     WHEREAS, Company wishes to continue to retain Chairman as Chairman of the Board of Directorsof Company, and Chairman wishes to continue to serve as Chairman of the Board of Company, and bothparties wish to gain the protections and benefits contained in this Retainer Agreement(“Agreement”);     NOW, THEREFORE, in consideration of the premises, mutual promises and covenants containedherein and intending to be legally bound hereby, Company and Chairman agree as follows:     1. Definitions. As used herein, the following terms shall have the meanings set forthbelow.          “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 Chairman, is a parent, spouse orchild of Chairman, including persons in an adopted or step relationship.          “Annual Bonus” shall mean for any calendar year, the aggregate amount of any bonusespaid during such calendar year to Chairman pursuant to the Employment Agreement until the EffectiveDate and thereafter pursuant to Section 6(c) hereof.          “Award Agreement” shall have the meaning set forth in Section 6(b) hereof.          “Base Compensation” shall mean the annual rate of compensation received by Chairmanunder the Employment Agreement until the Effective Date and pursuant to Section 6(a) thereafter, assuch amount may be adjusted from time to time.          “Board” shall mean the Board of Directors of Company.
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          “Business” shall mean the business conducted by Company or any Subsidiary or corporateparent thereof or entity sharing a common corporate parent with Company on the date of execution ofthis Agreement, including business activities in developmental stages, business activities whichmay be developed by Company, or by any Subsidiary or corporate parent thereof or entity sharing acommon corporate parent with Company, during the period of Chairman’s service to Company, and allother business activities which flow from a reasonable expansion of any of the foregoing duringChairman’s service to Company and about which Chairman had or has constructive or actual knowledge.          “Cause” shall include any one or more of the following:          (a) Chairman breaches or neglects the material and substantial duties that Chairman isrequired to perform under the terms of this Agreement or acts in a manner that is materiallycontrary to the best interests of Company, and such breach, neglect or act is not cured within 30days after written notice thereof to Chairman that reasonably details the nature of such breach,neglect or act;          (b) The reasonable belief of a majority of the Board, excluding Chairman, that Chairman hascommitted a crime of moral turpitude or has entered a plea of nolo contendere (or similar plea) toa charge of such an offense;          (c) Chairman 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 Chairman’s duties under this Agreement;          (d) Chairman commits any act of criminal fraud, material dishonesty or misappropriationrelating to or involving the Company;          (e) Chairman materially violates a rule(s), regulation(s), policy(ies), plan(s) or expressdirection(s) of the Board; or          (f) Chairman engages in the unauthorized disclosure of Confidential Information.          “Change of Control” shall be deemed to have occurred upon the earliest to occur of thefollowing events:          (a) the direct 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 Companyand its subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) ofthe Exchange Act);          (b) the adoption of a plan relating to the liquidation or dissolution of 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
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13(d)(3) of the Exchange Act), becomes the “Beneficial Owner” (as that term is used in Section13(d)(3) of the Exchange Act), directly or indirectly, of more than 35% of the Voting Stock ofCompany; or          (d) Company consolidates or merges with or into another Person or any Person consolidates ormerges with or into the Company, in either case under this clause (d), in one transaction or aseries of related transactions in which immediately after the consummation thereof BeneficialOwners (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting Stockrepresenting in the aggregate a majority of the total voting power of the Voting Stock of Companyimmediately prior to such consummation are not Beneficial Owners, directly or indirectly, VotingStock representing a majority of the total voting power of the Voting Stock of Company or thesurviving or transferee Person immediately following such consummation.          “Commencement Date” shall have the meaning specified in Section 5 hereof.          “Compensation Committee” shall mean the compensation committee of the Board or anyother committee or designee of the Board (including the entire Board if no such committee exists atthe time of determination) assigned the responsibilities now assigned to the compensation committeeof the Board.          “Confidential Information” shall have the meaning specified in Section 10(b) hereof.          “Disability” shall mean Chairman’s inability, for a period of 13 consecutive weeks, ora cumulative period of 120 business days (i.e., Mondays through Fridays, exclusive of days on whichCompany is closed for a holiday) out of a consecutive period of 12 months, to perform the essentialduties of Chairman s position, due to a disability as that term is defined in the Americans withDisabilities Act.          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.          “Plan” shall have the meaning specified in Section 6(b) hereof.          “Restricted Area” shall have the meaning specified in Section 10(a)(i) hereof.          “Restricted Period” shall have the meaning specified in Section 10(a) hereof.          “Restricted Stock” shall mean common stock of Company granted under the Plan subjectto a restriction period.          “Stock Options” shall mean options to purchase common stock of Company granted underthe Plan.          “Subsidiary” shall mean, with respect to any Person:          (a) any corporation, association or other business entity (other than an entity referred to inclause (b) below) of which more than 50% of the total Voting Stock is at the time
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owned or controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person (or a combination thereof); and          (b) any partnership (whether general or limited), limited liability company or joint venture(i) the sole general partner or the managing general partner or managing member of which is suchPerson or a Subsidiary of such Person, or (ii) if there are more than a single general partner ormember, either (x) the only general partners or managing members of which are such Person and/orone or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns orcontrols, directly or indirectly, a majority of the outstanding general partner interests, memberinterests or other Voting Stock of such partnership, limited liability company or joint venture,respectively.          “Term of Service” shall mean the period specified in Section 5 hereof as the same maybe terminated in accordance with this Agreement.          “Voting Stock” means the equity interests of such person pursuant to which the holdersthereof have the general voting power under ordinary circumstances to vote for the election ofdirectors (or persons performing similar functions).     2. Termination of Employment Agreement.          (a) Effective June 15, 2007 (the “Effective Date”), Chairman hereby resigns as thePresident and Chief Executive Officer of the Company and, except as otherwise specifically providedin this Agreement, the Employment Agreement shall terminate.          (b) On the Effective Date, Chairman shall receive an amount, in cash, equal to (i) the amountof his Base Salary (as such term is defined in the Employment Agreement) attributable to allaccrued but unused paid-time-off provided for in the Employment Agreement, plus (ii) accrued butunpaid Base Salary up to the Effective Date and bonuses, if any.     3. Retainer. Company and Chairman hereby agree that Chairman shall continue hisservice as Chairman of the Board of Directors of Company during the Term of Service, subject to theterms and conditions specified in this Agreement.     4. Duties.          (a) Chairman shall render such services as are necessary and desirable to protect and advancethe best interests of Company, shall preside at all meetings of the Board and, if requested by thePresident, shall preside at meetings of the shareholders. Chairman shall perform such other dutiesas may be prescribed by the Board from time to time. Chairman agrees to use his best efforts tocarry out such duties and responsibilities under this Section 4 but shall be required to devoteonly so much of his time and attention to the Business as may be required to fulfill his duties.          (b) Chairman may engage in charitable, civic, fraternal, trade and professional associationactivities that do not interfere with Chairman’s obligations to Company.
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          (c) It is recognized that Chairman in the past has invested and participated, and it isacknowledged and agreed that Chairman in the future will, subject to Section 10 hereof, invest andparticipate, in business endeavors separate and apart from Company, in his discretion.     5. Term. Chairman shall serve as Chairman of the Board of Directors for so long as heshall remain a director of Company (the “Term of Service”). Before the end of Chairman’sinitial or any subsequent term as director, and in sufficient time to permit Chairman’s name to beincluded in any proxy solicitation for election of directors, the Board of Directors of Companyshall nominate Chairman for a new term as director, unless Chairman gives written notice that hedoes not wish to be re-nominated. Chairman acknowledges and agrees that Chairman’s continuedservice as a director (and, as a result, as chairman) is contingent upon the vote of shareholdersof Company, and that Company cannot guarantee the term of his Chairmanship. During the Term ofService, this Agreement and Chairman’s service may otherwise be terminated in accordance withSection 7 below.     6. Compensation and Benefits.          (a) For his service hereunder, Chairman shall receive Base Compensation at the gross annualrate of two hundred twenty five thousand USD ($225,000.00), payable in equal monthly installmentsor in such other installments as may be directed by Chairman. The Base Compensation shall bereviewed annually, on or around the anniversary date of the commencement date of this Agreement toascertain, in the sole discretion of the Compensation Committee, the amount, if at all, theChairman’s Base Compensation should be increased, but it shall not be decreased.          (b) Company acknowledges and agrees that termination of Chairman’s service as President andChief Executive Officer shall not constitute a termination of Chairman’s service to Company withinthe meaning of Section 1(b) of the Award Agreement between Company and the Chairman, dated May 15,2006 (the “Award Agreement”), and (subject to Section 7(a) hereof) as a result, theChairman’s restricted stock shall continue to vest on the same vesting schedule as in effect on thedate hereof. Company hereby ratifies that Chairman is a “Participant” under Company’s 2005 OmnibusStock Incentive Plan (the “Plan”) as the intent and language of the Plan includes a personwho serves as a director of Company.          (c) Chairman also shall be eligible to receive an Annual Bonus each fiscal year in such amountas shall be determined by a majority of the Board of Directors or the Compensation Committee, intheir sole discretion. The Annual Bonus shall be payable, at Chairman’s discretion, either in asingle lump-sum payment, or in equal monthly or other periodic installments beginning no later thanninety (90) days after the end of the relevant fiscal year.          (d) In the event any amounts payable under this Agreement (and/or under any other plan,agreement or arrangement by which Chairman is to receive payments in the nature of compensationfrom the Company) would constitute “excess parachute payments,” as that term is defined forpurposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) andTreasury Regulations promulgated pursuant thereto, Chairman will receive additional cash paymentssuch that, after payment of all federal, state and local income taxes and federal excise taxes onthe excess parachute payments and on the additional cash payments made under this
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paragraph, Chairman would have a net amount equal to the amount Chairman would have receivedunder the terms of this Agreement if no portion of such payments and/or benefits were treated asexcess parachute payments for purposes of Code Section 280G.          (e) Chairman agrees and acknowledges that his service and the other protections and benefitsof this Agreement are full, adequate and sufficient consideration for the restrictions andobligations set forth in Sections 9 and 10 of this Agreement.     7. Termination without Cause.          (a) If Chairman is removed from his position as Chairman at any time within three monthsbefore or twelve months after the occurrence of a Change in Control or for any other reason exceptfor Cause, (i) all Stock Options and Restricted Stock granted to Chairman by Company, whichpursuant to the terms of the applicable plan vest upon a Change in Control, shall vest upon thedate of Chairman’s termination, and shall be exercisable by Chairman for ten (10) years thereafterand (ii) Company shall pay Chairman an amount equal to the average of Chairman’s highest three (3)years of Base Compensation plus Annual Bonus multiplied by 2.99. Except as otherwise specificallyset forth in this Section 6(e), all Base Compensation, Annual Bonus, additional bonus, and anyother compensation and benefits provided herein shall cease at the time of such termination,subject to the terms of any benefit or compensation plans then in force and applicable to Chairman,and Company shall have no liability or obligation hereunder by reason of such termination. Chairmanshall be reimbursed for all reasonable business expenses incurred by him in the performance of hisduties hereunder, subject to such limitations as may be established by the Board and revised bythem from time to time. As a condition to the reimbursement of such expenses, the Chairman shallfurnish to Company receipts for any reimbursable expense he incurs that is greater than $25.Effective upon execution of this Agreement, the Compensation Committee has amended the AwardAgreement to allow for the vesting provided in this Section 7(a).          (b) Chairman may terminate his service with Company within one (1) year after a Change ofControl, in which case Company shall pay Chairman an amount equal to the average of Chairman’shighest three (3) years of Base Compensation plus Annual Bonus multiplied by 2.99.          (c) Termination of Chairman’s service pursuant to this Section 7 shall release Company of allits liabilities and obligations under this Agreement, except as expressly provided in this Section7. Termination of Chairman’s service pursuant to this Section 7 shall not, however, releaseChairman from Chairman’s obligations and restrictions as stated in Sections 9 and 10 of thisAgreement.          (d) Other than as reflected herein under Section 6, Chairman shall not be entitled to anypayment or benefit under any Company severance plan, practice or policy, if any, in effect at orafter the time of Chairman’s termination since this Agreement supersedes all such plans, practicesand policies.     8. Termination for Cause. If Chairman is removed as chairman of the Board or as adirector for Cause, Company shall have no further obligation to Chairman under this Agreement forBase Compensation, Annual Bonus, or any other form of compensation or benefits other than (a)amounts of Base Compensation accrued through the effective date of removal, and (b)
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reimbursement of appropriately documented expenses incurred by Chairman before his removal, tothe extent that he would have been entitled to such reimbursement but for his removal. If Chairmanis removed as chairman of Company but not as a director, he shall be entitled to the compensationgenerally provided by Company to its non-employee directors.     9. 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 Chairman by Company or developedby Chairman on behalf of Company or at Company’s direction or for Company’s use or otherwise inconnection with Chairman’s service hereunder, are and shall remain the sole property of Company,including in each case all copies thereof in any medium, including computer tapes and other formsof information storage. If Company requests the return of such materials at any time during or ator after the termination of Chairman’s service, Chairman shall deliver all copies of the same toCompany promptly.     10. Noncompetition, Trade Secrets, Etc. Chairman hereby acknowledges that, during andsolely as a result of his service as Chairman to the Company, Chairman has had and will have accessto Confidential Information as that term is defined herein. In consideration of such special andunique opportunities afforded by Company to Chairman as a result of Chairman’s service and theother benefits referred to within this Agreement, the Chairman hereby agrees as follows:          (a) From the date hereof until twelve (12) months following the termination of Chairman’sservice to the Company, for any or no reason, whether initiated by Chairman or Company(“Restricted Period”);               (i) Chairman 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, chairman,consultant or otherwise) or be financially interested in any business operating within the UnitedStates (the “Restricted Area”), which engages in the Business, or any other business activitieswhich are 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 Chairman’s service, or any other business activities which are materially the sameas the Business for any of Company’s past, present or prospective clients, customers or accounts;provided however, nothing contained in this Section 10 shall prevent Chairman from holding forinvestment less than five percent (5%) of any class of equity securities of a company whosesecurities are publicly traded on a national securities exchange or in a national market system.               (ii) Induce or attempt to influence any executive officer, customer, independent contractor orsupplier of Company to terminate employment or any other relationship with Company. During theRestricted Period, Chairman shall not, directly or indirectly, disclose or otherwise communicate toany of the clients, customers or accounts of Company, its Affiliates or any Subsidiary thereof thathe has been terminated, is considering terminating or has decided to terminate his service toCompany.
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          (b) During the Restricted Period, Chairman shall not use for Chairman’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 shallmean any 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 Chairman or learned oracquired by Chairman while providing service to the Company. Confidential Information shall notinclude (1) information unrelated to the Company which was lawfully received by Chairman 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 Chairman; or (3) information which at the time ofdisclosure to the Chairman was known to the Chairman to be free of restriction as evidenced bydocumentation from the Company which the Chairman 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 Chairman or made available to Chairman concerning the business of Company shallbe Company’s property and shall be delivered to Company promptly upon the termination of Chairman’sservice to the Company or at any other time on request. The foregoing provisions of this Section10(b) shall apply during and for a period of one (1) year after Chairman continues to serve asChairman of the Company and shall be in addition to (and not a limitation of) any legallyapplicable protections of Company’s interest in confidential information, trade secrets and thelike. At the termination of Chairman’s service to the Company, Chairman shall return to Company allcopies of Confidential Information in any medium, including computer tapes and other forms of datastorage.          (c) Any and all writings, inventions, improvements, processes, procedures and/or techniqueswhich Chairman may make, conceive, discover or develop, either solely or jointly with any otherperson or persons, at any time when Chairman is providing service to 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. Chairman shall make full disclosure to Companyof all such writings, inventions, improvements, processes, procedures and techniques, and shall doeverything necessary or desirable to vest the absolute title thereto in Company. Chairman shallwrite and prepare all specifications and procedures regarding such inventions, improvements,processes, procedures and techniques and otherwise aid and assist Company so that Company canprepare and present applications for copyright or letters patent therefore and can secure suchcopyright or letters patent wherever possible, as well as reissues, renewals, and extensionsthereof, and can obtain the record title to such copyright or patents so that Company shall be thesole and absolute owner thereof in all countries in which it may desire to have copyright or patentprotection. Chairman shall not be entitled to any additional or special compensation orreimbursement regarding any and all such writings, inventions, improvements, processes, proceduresand techniques.
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          (d) Chairman acknowledges that the restrictions contained in the foregoing Sections in view ofthe nature of the business in which Company is engaged, are reasonable and necessary in order toprotect the legitimate interests of Company, that their enforcement will not impose a hardship onChairman or significantly impair Chairman’s ability to earn a livelihood, and that any violationthereof would result in irreparable injuries to Company. Chairman and Company acknowledge that, inthe event either party believes the other party has violated any of the terms of this Agreement,the other party shall be entitled to seek from any court of competent jurisdiction, withoutattempting arbitration, preliminary and permanent injunctive relief.          (e) If the Restricted Period or the Restricted Area should be adjudged unreasonable in anyproceeding, then the period of time shall be reduced by such amount or the area shall be reduced bythe elimination of such portion or both such reductions shall be made so that such restrictions maybe enforced for such time and in such area as is adjudged to be reasonable. If Chairman violatesany of the restrictions contained in the foregoing Sections, the Restricted Period shall beextended by a period equal to the length of time from the commencement of any such violation untilsuch time as such violation shall be cured by Chairman. Chairman hereby expressly consents to thejurisdiction of any court within the Eastern District of Pennsylvania for the purpose of seeking apreliminary or permanent injunction as described above in Section 10(d) hereof, and agrees toaccept service of process by certified mail return receipt requested relating to any suchproceeding. Company may supply a copy of Section 10 of this Agreement to any future or prospectiveemployer of Chairman or to any person to whom Chairman has supplied information if Companydetermines in good faith that there is a reasonable likelihood that Chairman has violated or willviolate such Section 10.     11. Prior Agreements. Chairman represents to Company that there are no restrictions,agreements or understandings, oral or written, to which Chairman is a party or by which Chairman isbound that prevent or make unlawful Chairman’s execution or performance of this Agreement.     12. 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.
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          (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: (i) If to Chairman: