Exhibit 10.2


                                   Page 8 of 5
                            ASSET PURCHASE AGREEMENT

      This  AGREEMENT  dated  this  ___ day of  October,  1999,  by and  between
TopListing (a sole  proprietorship  owned by Alan  Hillsberg  only),  having its
principal  place of business at 33 East Merrick Rd., 2nd Floor,  Suite 6, Valley
Stream, NY, 11580 (hereafter "TopListing"),  and TopListing.com  Corporation,  a
Colorado  corporation  having its principal place of business at 4740 Forge Rd.,
Suite 112, Colorado Springs, Colorado 80907 (hereafter "Top.com").


     WHEREAS, TOPLISTING is desirous of selling all its assets to Top.com.

     WHEREAS, Top.com is desirous of acquiring all, or substantially all, of the
assets of the TOPLISTING including  DesignerStudio.net,  an operating subsidiary
of TOPLISTING;

     IT IS HEREFORE  AGREED that in  consideration  of the mutual  covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

     1.     Exchange of Assets.

     1.1  Subject  to the  terms  and  conditions  of  this  Agreement  and  the
performance by the parties  hereto of their  respective  obligations  hereunder,
TOPLISTING shall exchange,  transfer, convey, assign and deliver to Top.com, and
Top.com shall  receive,  acquire and accept on the Closing Date (as such term is
hereinafter  defined) all of the rights, title and interest of TOPLISTING in and
to  the  business,  assets,  goodwill,  and  rights  of  TOPLISTING  in  all  or
substantially  all  of its  assets,  including  customer  lists,  inventory,  as
specified  in the list of Assets  attached  hereto as  Exhibit I (the  "Assets &
Allocation"),  as the same shall exist on the Closing Date,  including,  without
limitation,  rights in tradenames,  trademarks and copyrights, patent and patent
pendings,  all rights  relating to or arising out of the  business  conducted by
TOPLISTING  under  express  or  implied  warranty  (as  from  the  suppliers  of
TOPLISTING with respect to the Assets being  transferred to Top.com) , all books
and records,  correspondence  and files of or relating to the business or Assets
of TOPLISTING being exchanged with Top.com and all of TOPLISTING's rights, title
and interest in and to each, contract,  agreement,  purchase order or commitment
to which  TOPLISTING is a party or in which  TOPLISTING  has rights (all of such
assets are collectively referred to hereinafter as the "Assets"), free and clear
of all liabilities,  obligations,  liens and  encumbrances,  except as expressly
assumed by Top.com under Section 2 below.


     1.2 The  transfer  of the Assets as herein  provided  shall be  effected by
bills of sale,  endorsements,  assignments,  drafts,  checks,  deeds  and  other
instruments of transfer and conveyance  delivered to Top.com on the Closing Date
in form  sufficient to transfer the Assets as contemplated by this Agreement and
as shall be reasonably  requested by Top.com.  TOPLISTING  covenants that (i) it
will,  at any time and from time to time after the  Closing  Date,  execute  and
deliver  such other  instruments  of  transfer  and  conveyance  and do all such
further  acts and things as may be  reasonably  requested by Top.com to transfer
and deliver to Top.com or to aid and assist  Top.com in collecting  and reducing
to possession,  any and all of the Assets; (ii) Top.com, after the Closing Date,
shall have the right and authority to collect,  for the account of Top.com,  all
checks, notes and other evidences of indebtedness or obligations to make payment
of money and other items which shall be  transferred  to Top.com as provided and
to endorse with the name of Top.com any such checks,  notes or other instruments
received after the Closing Date; and (iii)  TOPLISTING will transfer and deliver
to Top.com all other property that TOPLISTING may receive after the Closing Date
in respect of or arising out of the business conducted by TOPLISTING.

     1.3 TOPLISTING  covenants that between the date hereof and the Closing Date
and, if  reasonably  requested by Top.com,  after the Closing  Date,  TOPLISTING
shall  use its  best  efforts  to  obtain  the  consent  of any  parties  to any
contracts, licenses, leases, commitments, sales orders, purchase orders or other
agreements  being  assigned  by  TOPLISTING  to  Top.com  hereunder  as shall be
reasonable  requested by Top.com.  If any such required consent is not obtained,
this Agreement shall  constitute an agreement to assign the instrument  relating
thereto to Top.com.

     2.  Assumption  of  Liabilities.  Top.com  shall assume no  liabilities  of
TOPLISTING.

    3. Closing. The Closing hereunder (the "Closing") shall take place at ___ on
the ___ day of October, 1999 at  _________________________ or at such other time
and place as may be agreed by Top.com and TOPLISTING (the "Closing Date").

    4.  Exchange Terms; Allocation.

    4.1 In  consideration  of the  exchange  and  transfer of the Assets  herein
contemplated, on the Closing Date, Top.com shall deliver at Closing:

a)       $100,000 US Funds (less deposit of $2,500);
b)            300,000  shares of Banyan  Corporation  common stock valued at the
              previous  days  closing  bid price.  Said  shares  shall be issued
              exempt from registration under Rule 144.

         to TOPLISTING or its assignees.

    5.   Representations   and  Warranties  of  TOPLISTING.   TOPLISTING  hereby
represents and warrants as follows:

    5.1 TOPLISTING is a sole  proprietorship.  On or before  closing  TOPLISTING
shall  establish to the  satisfaction of Top.com that it has title to the Assets
and authority to convey the same in accordance with the terms of this Agreement.
TOPLISTING  has taken no action  and has not  failed to take any  action,  which
action or failure would preclude or prevent Top.com from conducting the business
of TOPLISTING in the manner heretofore conducted.

    5.2  TOPLISTING has one subsidiary, "DesignerStudio.net"

    5.3 TOPLISTING is fully empowered to enter into this transaction.

     5.4 TOPLISTING has full power and  authority,  corporate and otherwise,  to
enter  into  this  Agreement  on  behalf  of the  TOPLISTING  and to  cause  the
TOPLISTING  to assume and perform its,  his or her  obligations  hereunder.  The
execution and delivery of this  Agreement and the  performance  by TOPLISTING of
its obligations  hereunder have been duly authorized by the owner of TOPLISTING,
Alan Hillsberg,  and no further action or approval,  corporate or otherwise,  is
required in order to  constitute  this  Agreement  as a binding and  enforceable
obligation of  TOPLISTING.  The execution and delivery of this Agreement and the
performance  by  TOPLISTING  of its  obligations  hereunder  do not and will not
violate  any  provision  of the  Certificate  of  Incorporation  or  By-Laws  of
TOPLISTING  and do not and will not conflict with or result in any breach of any
condition  or provision  of, or  constitute  a default  under,  or result in the
creation or imposition of any lien, charge or encumbrance upon any of the Assets
by  reason  of the  terms of any  contract,  mortgage,  lien,  lease,  agreement
indenture,  instrument,  judgment  or decree to which  TOPLISTING  is a party or
which is or purports to be binding upon  TOPLISTING or which affects or purports
to affect any of the Assets.

    5.4 No action, approval, consent or authorization, including but not limited
to any  action,  approval,  consent  or  authorization  by any  governmental  or
quasi-governmental  agency,  commission,  board,  bureau or  instrumentality  is
necessary as to TOPLISTING in order to  constitute  this  agreement as a binding
and enforceable obligation of TOPLISTING in accordance with its terms.

    5.5  TOPLISTING  has not incurred any  obligation or liability  (absolute or
contingent,  liquidated  or  unliquidated,  choate or inchoate)  except  current
obligations and liabilities  incurred in the ordinary course of their businesses
which would act as a lien against the Assets.

    5.6 TOPLISTING has not leased or effected any transfer of any of the Assets.

     6. Representations and Warranties of Top.com. Top.com hereby represents and
warrants that on the closing date all of the following will be true:

    6.1      Top.com is a corporation duly organized, validly existing and
             in good standing under the laws of the state of Colorado.

    6.2       Top.com is a wholly owned subsidiary of Banyan Corporation.


<PAGE>



     7.    Miscellaneous.

     a) This  Agreement  shall  constitute  the entire  agreement of the parties
hereto and may not be amended,  except by written  consent of the parties hereto
in writing executed by them.

     b) This Agreement shall be construed  according to the laws of the State of
Colorado and shall be enforceable in any court of competent jurisdiction located
in the State of Colorado.

     c) This  Agreement  shall  insure to the  benefit of the  parties and their
successors in interest, if any, but shall not otherwise be assignable.

     d) Where in this Agreement one gender or the other is used, of the singular
or the plural is used, and if to effect the intent of the parties hereto the use
of the other gender or number is needed then it is  understood  that such gender
or both or such number or both is implied.

     e) This Agreement may be executed in counterparts  and receipt of facsimile
transmission  of signatures  shall be  sufficient  to effect  acceptance of this
Agreement,  although the parties hereto agree to submit within a reasonable time
duplicate original signed copies of this Agreement to each other.

     8.  Indemnification.

     Each party to this Agreement  shall  indemnify and hold harmless each other
party at all times  after the date of  closing  against  and in  respect  of any
liability,  damage or  deficiency,  all actions,  suits,  proceedings,  demands,
assessments,  judgments, costs and expenses,  including attorney's fees incident
to any  of the  foregoing,  resulting  from  any  misrepresentation,  breach  of
covenant or warranty for  non-fulfillment  of any  agreement on the part of such
party under this Agreement,  or from any  misrepresentation  in or omission from
any certificate  furnished or to be furnished to a party  hereunder.  Subject to
the terms of this  Agreement,  the  defaulting  party shall  reimburse the other
party or parties on demand for any  reasonable  payments made by said parties at
any time after the date of  closing,  in respect  to any  liability  or claim to
which the foregoing  indemnity relates, if such payment is made after reasonable
notice to the other party to defend or satisfy the same,  and such party  failed
to defend or satisfy the same.


     9. Expenses. Each party shall pay its own expenses.


    10. Brokers.  Top.com shall not be liable for the payment of any finder's or
consultant's.

IN WITNESS  WHEREOF  THE  PARTIES  HERETO,  CORPORATE  PARTIES  HAVING BEEN DULY
AUTHORIZED BY THEIR  RESPECTIVE  BOARDS OF  DIRECTORS,  HAVE SET THEIR HANDS AND
SEALS ON THE DATE FIRST ABOVE WRITTEN.

TOPLISTING.COM CORPORATION                                    TOPLISTING



BY:  /S/CAMERON YOST                                   BY: /S/  ALAN HILLSBERG
CAMERON YOST                                                  ALAN HILLSBERG
Director & Secretary                                          Owner


<PAGE>


                                 PROMISSORY NOTE


$80,000.00                                                      November 1, 1999
                                                            Colorado Springs, CO


           FOR VALUE  RECEIVED,  the  undersigned  , DoubleCase  Corporation,  a
Kansas  Corporation,  hereby promised to pay to Alan Hillsberg.,  or holder, the
sum of eighty thousand dollars  ($80,000)  together with interest thereon at the
rate of six percent (6%) per annum, said interest to commence on the 1st. day of
November, 1999.

         The principal sum, together with accumulated interest, shall be due and
payable on or before November 1, 2000

         Payments  shall be made  pursuant to the Asset  Purchase  Agreement  of
October  26,  1999,  by  and  between   DoubleCase   Corporation   and  Showcase
Technologies which are: 15% of the gross revenue of DoubleCase  Corporation paid
on the 15th of each month on sales of the month prior.

         It is further specifically  understood and agreed that the maker hereof
shall have the right,  without penalty,  to prepay prior to its becoming due any
installment due hereunder, or may prepay without penalty, all or any part of the
unpaid balance due hereunder.

         All  signers,   endorsers   and  parties  to  this   instrument   waive
presentment,  notice of dishonor, protest and expressly agree that this note, or
any payment  thereunder,  may be extended  from time to time  without in any way
affecting the liability of the makers and endorsers hereof;  and this note is to
be construed according to the laws of Colorado.


                             DoubleCase Corporation



                           BY:________________________
                             Cameron Yost President



<PAGE>

                                BULK BILL OF SALE



Pursuant to the Asset  Purchase  Agreement  dated the ___ day of October,  1999,
(hereafter "APA") by and between TopListing, a sole proprietorship owned by Alan
Hillsberg, and TopListing.com  Corporation,  a Colorado Corporation and a wholly
owned subsidiary of Banyan  Corporation,  this Bulk Bill of Sale hereby confirms
and perfects the transfer of assets provided by the "APA".

Upon  cleared  funds from Banyan  Corporation  check  number  ______  written on
October  26,  1999,  in the  amount of  $97,500,  receipt  hereby  acknowledged,
combined with a previous  deposit of $2,500 which occurred August 17, 1999, (for
a grand total of $100,000  pursuant to  paragraph  4.1(a) of the "APA") and with
the receipt of 300,000 shares of Banyan  Corporation  common stock  (pursuant to
paragraph  4.1(b) of the "APA") all of the Assets as contemplated in Paragraph 1
and  elsewhere in the "APA" are hereby  transferred,  assigned and conveyed from
TopListing to TopListing.com.

TopListing.com Corporation                                    TopListing



BY:/S/ CAMERON YOST                                      BY: /s/ALAN HILLSBERG
CAMERON YOST                                                  ALAN HILLSBERG
Director & Secretary                                          Owner

Date:                                                               Date: