Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 10.





 Management Agreement 


THIS AGREEMENT made as of May 27th, 2005 


B E T W E E N: 


  
    
      
        
          
             Southern Diagnostics, Inc.  a company incorporated
              pursuant to the laws of the State of Colorado; 

             ("SDI") 

          

        

      

    

  



 - and - 


  
    
      
        
          
             Banyan Corporation, a company incorporated
              pursuant to the laws of the State of Oregon and with offices located
              in the City of Los Angeles, in the State of California 

             ( "BANYAN") 

          

        

      

    

  



 WHEREAS SDI acquired all of the issued and outstanding
  shares of Nationwide Diagnostic Solutions, Inc. (NDS), a diagnostic imaging
  business, located in the City of Phoenix, in the State of Arizona and conducting
  business nationwide; 

 AND WHEREAS NDS has or will dividend its entire client
  list to SDI, and SDI has or will enter a partnership or corporate arrangement
  with Premier Health LLC located in Boca Raton, Florida to form Premier SD LLC
  (the “Partnership”), which will conduct all future diagnostic imaging
  testing on behalf of SDI and SDI shall be responsible for the generation of
  business for the Partnership (the “Business”) 

 AND WHEREAS SDI is primarily a holding company and
  not an operational company and desires to retain BANYAN to provide operational
  and management services for the Business; 

 AND WHEREAS BANYAN has management capability and expertise
  required for the efficient operations and management of the Business and desires
  to acquire the operational and management services for the Business pursuant
  to the terms herein contained;

 AND WHEREAS SDI and BANYAN are desirous of setting
  out the terms and conditions of Banyan acquiring the management and operations
  of the Business from SDI and for its duties and obligations relating to the
  management and operations of the Business pursuant to the terms and conditions
  as herein contained;





 NOW THEREFORE for good and valuable consideration,
  the receipt and sufficiency of which are hereby acknowledged, and in consideration
  of the mutual covenants and agreements herein contained, the parties do hereby
  mutually covenant and agree as follows: 

	1.	Acquisition of Management Contract


a.               Subject
  to and in accordance with the terms and conditions hereof, Banyan covenants
  and agrees to acquire from SDI a ten year (10) year contract for providing management
  for the Business and a further option to extend this contract for an additional
  ten (10) year term at the expiration hereof (the “Option”) for the
  acquisition Price payable on the Closing Date. 

                i.              
  Acquisition Price. The acquisition price (the “Acquisition Price”)
  for the acquisition of the management contract of the Business is Seven Hundred
  Thousand ($700,000) Dollars, payable in cash on the Closing date.

	2.	Management. 
	 	 	 
	 	 a.      	 BANYAN represents to SDI that BANYAN has the required
        skills and experience to perform the duties and exercise the responsibilities
        required for the efficient operation and management of the Business; 

	 
	 	 b.      	 In carrying out these duties and responsibilities
        BANYAN shall comply with all lawful and reasonable instructions as may
        from time to time be given by individuals representing SDI; 

	 
	 	 c.      	 In consideration for BANYAN’s agreement hereto
        and BANYAN’s performance in accordance herewith, SDI agrees to retain
        BANYAN as set out herein; 

	 
	 	 d.      	 This agreement shall commence on the date the acquisition
        of the Business by SDI concludes. 

	 


	 3.      	 Attention to Business. During the
        term of this agreement, BANYAN shall devote sufficient time and attention,
        including staffing the Business with as many full time employees as necessary
        for the efficient operation and management of the Business and to attend
        to such duties as may be assigned by SDI, and shall faithfully and diligently
        serve and endeavour to further the interests of the Business. In particular,
        BANYAN shall manage the Business pursuant to the terms and conditions
        as set out herein. 

	 
	 4.      	 Management Duties. BANYAN shall: 



i.               Provide
  all administrative and clerical services for the Business; 




ii.               Manage
  and supervise the operation and maintenance of the Business; 

iii.              Promptly
  collect all income payable to the Business when such amounts become due and
  deposit all such amounts without deduction to the accounts of BANYAN; 

iv.               Institute
  and prosecute, in the name of SDI or BANYAN, as the case may be, and on its
  behalf, legal actions for the recovery of any amounts due to the Business; 

v.               Institute
  and prosecute lawsuits as may be required for the ongoing items that may arise,
  from time to time, for the operation of the Business; 

vi.               Administer
  and enforce all agreements that the Business are a party to; 

vii.               Do
  all things necessary to ensure compliance by BANYAN employees and patients of
  the Business in line with the requirements of the Business; 

viii.              Arrange
  and renew all insurance policies as is standard in the industry for the Business;


ix.               Keep
  complete records and copies on all documentation in respect to deposits made
  to the account of BANYAN and SDI; 

x.               Prepare
  and file all documents or deductions required under such acts as The Workman's
  Compensation Act, the Income Tax Act and any such similar acts or legislation;


xi.               Provide
  a complete set of bookkeeping records relating to the operation of the Business;


xii.               Maintain
  bank accounts in the name of BANYAN and SDI and out of such bank account pay
  such operating expenses of the Business with statements of the amounts paid
  out of such bank account, keeping appropriate backup documentation with respect
  to such statements; 

xiii.               Maintain
  a chart of accounts and control procedure and systems in accordance with good
  accounting standards; 

xiv.               Maintain
  complete records and files; 




xv.               Prepare,
  on a regular basis, statements reporting the income and expenses of the Business;


xvi.               Conduct
  and operate a marketing plan for the Business and formulate and carry out a
  promotional program and budget and to provide management, clerical and accounting
  services for this purpose.

xvii.             Attend
  to the repair, maintenance or housekeeping of the Business. 

xviii.             Attend
  to the exterior and interior signs and other advertising media and devices and
  prevention of nuisances as may be required. 

xxix.              Ensure
  the conformance with legal or regulatory requirements of public authorities,
  insurance companies and rating bureaus; 

xx.                Attend
  to any breach of BANYAN employees covenants which may require action and do
  all things necessary to ensure compliance by the employees with their obligations
  as they relate to the Business. 

xxi.               Represent
  the Business in their relationship with public authority, local and civic organizations
  and service groups and with other organizations as required; 

xxii.              Settle
  minor claims against the Business in accordance with standard procedures as
  developed from time to; 

xxiii.            
  To retain, subject to consultation with the Board of Directors of SDI, lawyers,
  chartered accountants, appraisers, advertising agencies and consultants as may
  be required from time to time for the proper operation and maintenance of the
  Business. 

	 4.      	 Expenditure of Funds BANYAN is authorized
        to take all reasonable actions needed to carry out responsibilities under
        this Agreement and manage the Business in a manner advantageous to the
        Business, BANYAN and SDI. 








 

	 5.      	 Confidential Information
      

	 
	 	 a.      
	 BANYAN acknowledges that it will acquire
        knowledge and/or information about certain matters and things which are
        confidential to SDI, whether in the course of or incidental to BANYAN’s
        management of the Business, and which knowledge or information is the
        exclusive property of SDI, including, without limitation: 

	 
	 	 	 i.     
      
	 SDI financing details; 

	 
	 	 	 ii.      
	 SDI joint venture details with Premier Health LLC
        and Premier SD LLC; 

	 
	 	 	 iii.      
	 marketing knowledge and/or information; 

	 
	 	 	 iv.      
	 knowledge and/or information regarding competitors;
      

	 
	 	 	 v.      
	 other intellectual property and/or data; and 

	 
	 	 	 vi.      
	 such other knowledge and/or information as SDI may
        from time to time own or otherwise have an interest in. 

	 
	 	 b.      
	 BANYAN acknowledges that knowledge and/or
        information, including such knowledge and/or information as referred to
        herein, could be used to the detriment of SDI. Accordingly, BANYAN hereby
        agrees to treat, in strictest confidence, all such knowledge and/or information
        and agrees not to disclose or authorize disclosure of, same to any third
        party either during or after the term of this Agreement, other than as
        required in the ordinary course of business. 

	 
	 	 c.      
	 BANYAN acknowledges that, without prejudice
        to any and all rights of SDI, an injunction is the only effective remedy
        to protect SDI’s rights as set out herein. 

	 
	 	 d.      
	 BANYAN agrees that all records, files,
        drawings, tapes, documents, tools, equipment and the like relating to
        the business, work or investigations of the Business and prepared, used
        or possessed by BANYAN, or under BANYAN’s control, during the term
        of this agreement shall be and remain the sole and exclusive property
        of SDI. 

	 
	 	 e.      
	 Prior to the termination of this agreement,
        BANYAN agrees to deliver promptly to SDI all such records, files, drawings,
        tapes, documents, plans, tools and equipment. 

	 
	 	 f.      
	 BANYAN, represents that it has no agreement
        with or obligation to others in conflict with its obligations under this
        Agreement. 

	 
	 6.      	 Remuneration In consideration
        of BANYAN’s undertaking and the performance of the obligations contained
        herein, SDI shall pay the following: 

	 
	 	
               All
        revenues as collected by BANYAN in the operations of the Business, less
        all expenses of the Business, together with any legal costs incurred by
        SDI as related to its involvement with the Business; 








 

	 7.      	 Term and Termination 

	 
	 	 a.      
	 Subject to the termination provisions
        contained below, this agreement shall be for a term of ten (10) years
        commencing on the date the acquisition of the Business by SDI closes;
      

	 
	 	 b.      
	 BANYAN shall have an option to renew this
        agreement for an additional 10 years on the expiration hereof provided
        this agreement is in good standing, pursuant to the same terms and conditions
        as herein contained. 

	 
	 	 c.      
	 This Agreement may be terminated in the
        following manner in the following circumstances: 

	 
	 	 	 i.     
      
	 By BANYAN upon the giving of not less than 60 days
        notice to SDI; 

	 
	 	 	 ii.      
	 By BANYAN for cause including any material breach
        of this Agreement by SDI 

	 
	 	 	 iii.      
	 By SDI immediately in the event of any gross negligence,
        fraud or any illegal act by BANYAN or the bankruptcy or insolvency of
        BANYAN; 

	 
	 	 	 iv. 
	By SDI immediately in the event of a
        change of the Board of Directors of Banyan Corporation or its subsidiaries
        Chiropractic USA, Inc. or Diagnostic USA, Inc. without the prior written
        approval of SDI; 

	 
	 	 d.            In
        the event that SDI terminates this agreement pursuant to the provisions
        contained in Article 7.c.iv above, SDI shall pay a termination fee to
        BANYAN equivalent to the Acquisition Price less all amounts earned by
        BANYAN hereunder from the commencement date hereof until the date of termination
        (the “Termination Fee”). The Termination Fee shall be paid
        to BANYAN over a 3 year term, and SDI shall deliver a Promissory Note
        to Banyan evidencing this debt. If the amount earned by BANYAN pursuant
        to this agreement exceeds the Acquisition Price, the Termination Fee shall
        be One Hundred ($100.00) Dollars. 

	 
	 8.      	 Successors and Assigns.
        Neither BANYAN nor SDI shall have the right to assign this Agreement or
        any interest herein or subcontract the performance of any services without
        the prior written consent of the other party. This Agreement shall enure
        to the benefit of and be binding on the heirs, executors, administrators,
        successors and permitted assigns of the parties hereto. 

	 
	 9.      	 Relationship. BANYAN shall
        perform the Services as an independent contractor. Nothing contained in
        this Agreement shall be deemed to create any association, 








 

	 	 partnership, joint venture, or relationship
        of principal and agent or employer and employee between the parties hereto
        or to provide either party with the right, power or authority, whether
        express or implied, to create any such duty or obligation on behalf of
        the other party. BANYAN also agrees that it will not hold itself out as
        an affiliate of or partner, joint venturer, co-principal or co-employer
        with SDI or with Premier SD LLC., by reason of the agreement and that
        BANYAN will not knowingly permit any of its employees, agents or representatives
        to hold themselves out as, or claim to be, officers or employees of SDI
        by reason of the agreement. 

	 
	 10      	 Severability. In the event
        that any provision herein or part hereof shall be deemed void or invalid
        by a court of competent jurisdiction, the remaining provisions, or parts
        hereof, shall be and remain in full force and effect. 

	 
	 11.      	 Entire Agreement. This Agreement
        constitutes the entire agreement between the parties hereto. Any and all
        previous agreements, written or oral, express or implied between the parties
        hereto or on their behalf are hereby terminated and cancelled and each
        of the parties hereto hereby releases and forever discharges the other
        of and from all manner of actions, causes of action, claims and demands
        whatsoever under or in respect of any such agreement. 

	 
	 12.      	 Amendment. This Agreement
        may be altered, modified or amended only by a written instrument, duly
        executed by both parties and stating that the alteration, modification
        or amendment is an addition to and subject to this Agreement. 

	 
	 13.      	 Non-Merger. Notwithstanding
        any other provision in this Agreement to the contrary, the provisions
        of paragraph 5 hereof shall survive termination of this Agreement and
        shall not merge therewith. 

	 
	 14.      	 Notices 

	 
	 	 a.     
      
	 Any notice required or permitted to be given to
        BANYAN shall be sufficiently given if delivered to BANYAN personally or
        if mailed by registered mail to BANYAN’s address last known to SDI.
      

	 
	 	 b.      
	 Any notice required or permitted to be given to
        SDI shall be sufficiently given if delivered to or mailed by registered
        mail to SDI at it’s registered office. 

	 
	 	 Any notice given pursuant to and in accordance
        with this paragraph shall be deemed to be received by the recipient on
        the third business day after mailing, if sent by registered mail, and
        on the day of delivery, if delivered. 

	 
	 15.      	 Governing Law. This Agreement
        shall be governed by and construed in accordance with the laws of the
        State of Colorado. 









 IN WITNESS WHEREOF the parties have executed this Agreement as of the
  date first above written. 

	 	SOUTHERN DIAGNOSTICS, INC. 
	 	 	 
	 	 	 
	 	Per: 	"Cory Gelmon" 
	 	 	 
	 	 	 
	 	 	 
	 	BANYAN CORPORATION 
	 	 	 
	 	 	 
	 	Per:	"Michael Gelmon"