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Exhibit 2.1
 ASSET PURCHASE AGREEMENT
 THIS AGREEMENT Vendor Purchaser
 WHEREAS
   NOW THEREFORE
 ARTICLE 1  DEFINITIONS AND INTERPRETATION
 1.1 Definitions .
 Affiliate control controlled
 Agreement hereof hereunder
 Applicable Law
 Accounts Receivable
 (a)
    
    all trade accounts receivable and other rights to payment from
customers of the Vendor related to the Business and the full benefit of all
security for such accounts or rights to payment, including all trade accounts
receivable
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representing amounts receivable in respect of goods shipped or products sold
or services rendered to customers of the Vendor,(b)
    
    all other accounts or notes receivable of the Vendor related to
the Business and the full benefit of all security for such accounts or notes;
and(c)
    
    any claim, remedy or other right related to any of the
foregoing.
 Accounts Receivable Amount
 Accounts Receivable Statement
 Assets
 (a)
    
    the assets listed on Schedule A;(b)
    
    the Accounts Receivable;(c)
    
    the benefits under all Contracts and warranties;(d)
    
    license agreements and leases, including the Premises Leases;(e)
    
    Inventory;(f)
    
    Intellectual Property; and(g)
    
    good will.
 Books and Records
 Business
 Cash Flow
 Cash Flow Percentage
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Claims
 Closing
 Closing Date
 Contract
 Delayed Transfer Asset
 Employee Benefit Plans
 Fund
 GE Lease
 GST Excise Tax Act
 Inventory
 Intellectual Property
 (a)
    
    all registered and unregistered business and trade names,
corporate names, brand names and slogans;(b)
    
    all copyrights and trade-marks, registrations and applications
for such trade-marks and copyrights; and(c)
    
    all patents, patent registrations and applications
  Landlord
 Letter of Intent
 Liabilities
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(a)
    
    accrued payroll, payroll withholdings and benefits (including
accrued paid time off); and(b)
    
    legal or accounting fees relating to general corporate matters,
excluding those legal or accounting fees relating to the Business.
  Lien
 Markham Lease
 Material Contracts
 (a)
    
    Photocopy Machine Agreement between Wal-Mart Canada Inc. and
TRM Corporation dated May 29, 2000, as amended January 2, 2003;(b)
    
    Photocopier Master Location Agreement between Shoppers Drug
Mart and TRM Copy Centers Corporation (Canada) dated November 15, 2002, as
amended June 30, 2006;(c)
    
    Photocopier Master Location Agreement between Macs Convenience
Stores Inc. and TRM Copy Centers Corporation (Canada) dated February 27, 2004;(d)
    
    Master Location Agreement between Canada A&P and TRM Copy
Centers Corporation (Canada) Ltd. dated May 15, 2001; and(e)
    
    Accord de Placement dun Photocopieur between Depan- Escompte
Couche-Tard et Provisoir and TRM Copy Centers Corporation (Canada) Ltd., dated
June 26, 1998
 Material Contract
 Order
 Parties Party
 Permitted Liens
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Person
 Premises
 Premises Lease
 Purchaser Business
 Purchaser Business Purchase Price
 Purchase Price
 Receivables Payment Date
 Related Person
    Transferred Canadian TRM Employee
 TRM Canada Employee
 1.2 Division of Agreement .
 1.3 Gender and Number . vice versa
 1.4 Currency and Payment Obligations
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1.5 Schedules and Exhibits .
 SchedulesSchedule A
    
    
    
    AssetsSchedule B
    
    
    
    LiabilitiesSchedule C
    
    
    
    Purchase Price AllocationSchedule D
    
    
    
    Termination Notices to Material ContractsSchedule E
    
    
    
    EmployeesSchedule F
    
    
    
    Employee Benefit PlansSchedule G
    
    
    
    Permitted LiensExhibitsExhibit I
    
    
    
    Sub-Lease of Vehicles
 ARTICLE 2  SALE AND PURCHASE
 2.1 Agreement to Sell and Purchase .
 2.2 Purchase Price . Purchase Price
  Accounts Receivable Amount
    2.3 Payment of Purchase Price.The Purchase Price shall be satisfied as follows
  (a)
    
    pay one hundred thousand dollars ($100,000) less the deposit of
fifty thousand dollars ($50,000) paid by the Purchaser to the Vendor on March
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27, 2007 pursuant to the Letter of Intent to the Vendor on the Closing Date;(b)
    
    pay the Accounts Receivable Amount, provided that the
amount to be paid pursuant to this Section 2.3(1)(b) shall be no more than four
hundred thousand dollars ($400,000); and(c)
    
    assume the Liabilities;
   2.4 Cash Flow
 Cash Flow Percentage
   Net Period
 (a)
    
    if the Cash Flow Percentage amounts for both quarters in the
applicable Net Period are positive amounts, no additional amount is payable to
either Party by the other Party;(b)
    
    if the Cash Flow Percentage amounts for both quarters in the
applicable Net Period are negative amounts, no additional amount is payable to
either Party by the other Party;(c)
    
    if the Cash Flow Percentage amount for one quarter in the
applicable Net Period is a positive amount and the Cash Flow Percentage amount
for the other quarter in the applicable Net Period is a negative amount, the
two amounts shall be netted out and the net amount owed by the Purchaser to the
Vendor shall be set-off against the Purchasers future entitlement to
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receive the Cash Flow Percentage in a subsequent quarter; provided
that such net amount shall be deemed to be no greater than the total amount
of Cash Flow Percentage paid by the Purchaser to the Vendor during the
applicable Net Period.
 Receivables Payment Date
   2.5 Purchase Price Allocation.
 ARTICLE 3  REPRESENTATIONS AND WARRANTIES
 3.1 Representations and Warranties of the Vendor
 Incorporation and Power
 Enforceability .
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No Violation .
 Title to Assets .
 Condition and Location of Assets .
 Contracts
 (a)
    
    the Vendor has not received notice of any default, and is not
in default, under any Contract and there has not occurred any event which, with
a lapse of time or giving of notice, or both, would constitute such a default;(b)
    
    each Contract is in full force and effect, unamended by written
or oral agreement, and the Vendor is entitled to the full benefit and advantage
of each such Contract in accordance with the terms of each Contract;(c)
    
    each Contract is in good standing and there has not been any
default by any party under any Contract nor any material dispute between the
Vendor and any party under any Contract; and(d)
    
    except as set forth on Schedule D, no party to a Material
Contract has given its notice of intent to terminate the Material Contract.
 Books and Records .
 Statements
 Premises Leases
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Litigation .
 Brokers Fees
 Residency of Vendor . Income Tax Act
 GST and QST. Excise Tax Act Act respecting the Quebec sales tax
 3.2 Representations and Warranties of the Purchaser .
 Incorporation and Power
 Enforceability .
 No Violation .
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Brokers Fees
 GST and QST. Excise Tax Act Act respecting the Quebec sales tax
 3.3 Survival of Representations and Warranties .
 ARTICLE 4  INDEMNITIES
 4.1 Indemnification by the Vendor
 Claims
 the operation of the Business or the ownership of the Assets by the Vendor
prior to the Closing;(a)
    
    any breach of any representation or warranty of the Vendor
contained in this Agreement; and(b)
    
    any breach of any covenant of the Vendor contained in this
Agreement.
  4.2 Indemnification by the Purchaser
  (a)
    
    the operation of the Business or the ownership of the Assets by
the Purchaser after the Closing;(b)
    
    any breach of any representation or warranty of the Purchaser
contained in this Agreement; and(c)
    
    any breach of any covenant of the Purchaser contained in this
Agreement.
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ARTICLE 5  NON-COMPETITION AND NON-SOLICITATION
 5.1 Non-Competition by Vendor
 5.2 Non-Solicitation
 5.3 Permitted Shareholdings
 5.4 Remedies
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ARTICLE 6  CLOSING ARRANGEMENTS
 6.1 Vendors Closing Deliveries .
       6.2 Purchasers Closing Deliveries .
   6.3 Condition Not Fulfilled
 6.4 Delayed Transfer Assets Delayed Transfer Assets
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ARTICLE 7  COVENANTS
 7.1 Audit Rights
 7.2 Sale of Canadian Photocopier Business
 Purchaser Business Purchaser Business
Purchase Price Purchase Price
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provided
    7.3 Transition Period.
 7.4 Employees
   (a)
    
    for salary, wages, bonuses, commissions, vacations, vacation
pay and other compensation relating to employment of all Transferred Canadian
TRM Employees on and after the Closing Date, regardless of whether such
employment commences in the middle of a pay cycle;
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(b)
    
    to a TRM Canada Employee who is eligible to receive an offer of
employment from the Purchaser pursuant to Section 7.4 (1) but does not receive
such offer of employment, and which arise directly or indirectly out of, as a
result of, in connection with or pursuant to the Vendors termination of the
employment of such TRM Canada Employee.
 Fund
  7.5 Consent Not Obtained
 7.6 Assignment of Markham Lease.
 Landlord
 (a)
    
    on the Closing Date, a certified cheque for in the amount of
$18,568.56 representing two months gross rent; and
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(b)
    
    as soon as practicable after the Closing Date, but in any event
no later than three weeks after the Closing Date, a letter of credit in favour
of the Landlord in the amount of $92,842.80 representing the balance of the
rent due until June 30, 2008, which is the end of the term of the Markham
Lease; and
  ARTICLE 8  TAXES
 8.1 Sales Taxes
 8.2 Section 22 Election Income Tax Act
 8.3 GST and QST Elections. Excise Tax Act Act respecting the Quebec sales tax Excise Tax Act Act respecting the
Quebec sales tax
 ARTICLE 9  GENERAL
 9.1 Bulk Sales Waiver. Bulk
Sales Act
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9.2 Expenses
 9.3 Entire Agreement .
 9.4 Amendments and Waiver .
 9.5 Notice .
  
  
  nd
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9.6 Applicable Law .
 9.7 Assignment .
 9.8 Successors and Assigns .
 9.9 Severability.
 9.10 Counterparts
 9.11 Further Assurances .
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52




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IN WITNESS WHEREOF
 TRM (CANADA) CORPORATIONBy:
    
    /s/ Richard B. SternName: Richard B. SternTitle: Chief Executive OfficerTRM MULTITECH SERVICES INC.By:
    
    /s/ Philip BlouinName: Philip BlouinTitle: President
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(1)
 Schedule A
    
    AssetsSchedule B
    
    LiabilitiesSchedule C
    
    Purchase Price AllocationSchedule D
    
    Termination Notices to Material ContractsSchedule E
    
    EmployeesSchedule F
    
    Employee Benefit PlansSchedule G
    
    Permitted LiensExhibit I
    
    Sub-Lease of Vehicles
 
 (1)
    
    Pursuant to Regulation S-K Item 601(b)(2),
the Company agrees to furnish supplementally a copy of any omitted schedule to
the Securities and Exchange Commission upon request. 54