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





 SETTLEMENT AND MUTUAL RELEASE AGREEMENT

                     THIS
  SETTLEMENT AGREEMENT dated ________________ (“the Settlement Agreement”)
  is by and between Cameron Yost, Lyle Yost, Winston Yost, and Byron Yost (“Yosts”),
  and Banyan Corporation (“Banyan Corp."). These individuals and entities
  may sometimes hereinafter be collectively referred as the “Parties”.
  This Agreement is expressly made subject to the following recitals: 

 RECITALS

                     WHEREAS,
  it is alleged that Banyan Corp. is the maker of several notes held by the Yosts
  and that Banyan Corp.. has defaulted on payment on those notes; and,

                     WHEREAS,
  it is alleged that Banyan Corp. owes restitution payments to Cameron Yost; and,


                     WHEREAS,
  it is alleged that Banyan Corp. owes payment to Robert Simels; and, 

                     WHEREAS,
  it is alleged that Banyan Corp. owes payment to Anderson Thompson Corporation;
  and, 

                     WHEREAS,
  Banyan Corp. and the Yosts desire to compromise and settle all claims or potential
  claims between them relating to these issues; and, 

                     THEREFORE,
  in consideration of the foregoing recitals, and of the mutual promises, conditions,
  covenants, and agreements set forth below, the parties agree as follows: 

 AGREEMENT

 A.                 
  Settlement Amount and Payment Agreement. The Parties
  agree that Banyan Corp. shall pay the following:

	1. 	Payment to Cameron Yost, Lyle Yost, Winston Yost, and
      Byron Yost. 


(a)      Payment.
  Banyan Corp. shall pay to the Yosts a principal amount of $260,000 on
  or before September 1, 2005. At the sole election of Banyan Corp., Banyan Corp.
  may also pay the $260,000 in monthly installments of $15,000 with the
  first payment due on September 15 and each subsequent payment due on the 15th
  of each month, with interest on the principal to accrue at a rate of 16% annually.
  Payment(s) shall be made by delivery payable to Feder Law Firm COLTAF Account,
  730 17th Street, Suite 550, Denver, Colorado, 80202. 

(b)      Default and
  Cure. In the event Feder Law Firm fails to receive a payment on or before
  the 15th of each month, date payment is due, Feder Law Firm or the

 SETTLEMENT AGREEMENT 

  PAGE 1 OF 11 





Yosts shall notify Banyan Corp. by sending
  notice of default by facsimil or by certified mail, return receipt requested,
  to the following: 

Mr. Michael Gelmon 

  Banyan Corporation 

  5005 Elbow Dr. S.W., Suite 207 

  Calgary, AB Canada T2S 2T6 

  Fax: (403) 287-8804 

Banyan Corp. shall have ten (10) business
  days to cure any default, starting from the date the notice of default is mailed
  or faxed to Banyan Corp. (the “grace period”). Banyan Corp. shall
  notify Feder Law Firm of any change in address for notice of default in writing
  to Feder Law Firm, 730 17th Street – suite 550, Denver, Colorado,
  80202 or such other address as specified in writing by the Yosts. In the event
  that any default is not cured by the end of the grace period, interest on all
  amounts due and owing shall accrue at a default rate of 22%. 

(c)      Banyan Corp.
  has, in connection with the execution of this Agreement executed a Confession
  of Judgment in favor of Feder Law Firm in the amount of $290,000. A copy
  of the Confession of Judgment is attached as Exhibit A and is hereby incorporated
  by reference. In the event that Banyan Corp. breaches the payment agreement
  (paragraph A1(a) above) and fails to cure the breach after notice within the
  grace period (paragraph A1(b) above), then Cameron Yost, Lyle Yost, Winston
  Yost, and/or Byron Yost may apply to the Court on written motion for entry of
  judgment pursuant to Exhibit A. Judgment shall be entered pursuant to the Confession
  of Judgment with written notice to Banyan Corp. at the address specified for
  notice for default upon verified motion that Banyan Corp. has breached this
  Agreement by failing to make payments after notice of default in accordance
  with the terms herein. In the event that such application is made to the Court,
  Banyan Corp. will be responsible for reasonable costs of collection, including
  attorney’s fees and costs. Banyan Corp. also waives any objections or
  defenses to enforcement of said judgment in any Court of law, whether in the
  United States or in any foreign jurisdiction. 

(d)      The full principal
  plus interest the owing shall become immediately payable upon Banyan Corp. obtaining
  financing for more than $1 million. 

	2. 	Restitution to Cameron Yost. 


(a)      Banyan Corporation
  will issue 2.0 million shares of Banyan Corporation Stock in satisfaction of
  restitution owed to Cameron Yost. 

(b)      Banyan Corporation
  will issue 1,760,000 of the 2.0 million shares to Anderson Thompson Corporation
  and 240,000 shares to Feder Law Firm. 

 SETTLEMENT AGREEMENT 

  PAGE 2 OF 11 




 

	 	 (c)     
        The shares will be issued no later than July 15, 2005, subject to a Rule
        144 holding period. 

	 
	 	 (d)      Banyan
        Corporation will provide a letter to the transfer agent confirming all
        shares can be sold or transferred without any further notice or authorization
        from the issuer, upon compliance with Rule 144 and a Rule 144 opinion
        letter. 

	 
	 3.      	 Payment to Robert Simels. 

	 
	 	 (a)      Payment.
        Banyan Corp. shall pay to Robert Simels the principal amount of $50,000
        on or before September 15, 2005. At the sole election of Banyan Corp.,
        Banyan Corp. may also pay the $50,000 in monthly installments of $5,000
        with the first payment due on September 15, 2005 and each subsequent payment
        due on the 15th of each month, with interest on the principal to accrue
        at a rate of 16% annually. Payment(s) shall be made by delivery to _______.

	 
	 	 (b)      Default
        and Cure. In the event Robert Simels fails to receive a payment on
        or before the 15th of each month, date payment is due, Robert Simels shall
        notify Banyon Corp by sending notice of default by facsimile or by certified
        mail, return receipt requested, to the following: 

	 
	 	 	 Mr. Michael Gelmon 

        Banyan Corporation 

	 	 	 5005 Elbow Dr. S.W., Suite 207

        Calgary, AB Canada T2S 2T6 

        Fax: (403) 287-8804 

	 
	 	 Banyan Corp. shall have ten (10) business
        days to cure any default, starting from the date the notice of default
        is mailed or faxed to Banyon Corp. (the “grace period”). Banyan
        Corp. shall notify Feder Law Firm of any change in address for notice
        of default in writing to Feder Law Firm, 730 17th Street –
        Suite 550, Denver, Colorado or such other address as specified in writing
        by the Yosts. In the event that any default is not cured by the end of
        the grace period, interest on all amounts due and owing shall accrue at
        a default rate of 22%. 

	 
	 4.      	 Payment to Anderson Thompson Corporation.
      

	 
	 	 (a)      Banyan
        Corporation will deliver to Anderson Thompson Corporation 454,767 shares
        of Banyan Corporation stock. 



 SETTLEMENT AGREEMENT 

  PAGE 3 OF 11 





(b)       Of
  these 454,767 shares, Banyan Corporation will issue to Anderson Thompson Corporation
  400,195 shares and issue to Feder Law Firm 54,572 shares.

(c)      
  The shares will be issued no later than July 15, 2005, subject to a Rule 144
  holding period.

(d)      
  The shares will have an effective issue date of November 5, 2004. 

(e)      
  Banyan Corporation will provide a letter to the transfer agent confirming all
  shares can be sold or transferred without any further notice or authorization
  from the issuer, upon compliance with Rule 144 and a Rule 144 opinion letter.

 B.       Mutual Release.
  The Parties hereto each release, acquit, forever discharge and hold harmless
  each other Party hereto of and from any claims, demands, obligations, actions,
  causes of action, rights, covenants, contracts, controversies, agreements, promises,
  debts, compensation, claims, costs, damages, expenses, demands, judgments or
  the like, of any nature whatsoever, known or unknown, at law or in equity, resulting
  from, in any way arising from or relating to the Notes, Indemnification or Restitution,
  or any other fact, transaction or occurrence up to the present date, except
  for claims arising out of the enforcement of this Agreement. 

 C.       Representations
  and Warranties. The Parties, and each of them, represent and
  warrant as follows:

	 	 1.      	 This Agreement is a legal, valid, and binding obligation
        of the Parties, and each of them, and is enforceable by or against each
        party in accordance with its terms. 

	 
	 	 2.      	 Each individual signing on behalf of an entity has
        the right, power and authority to bind the entity and has taken all action
        by and through the entity as is required by the entity’s governing
        documents and under applicable law to authorize such person to execute
        this Agreement. 

	 
	 	 3.      	 The Parties, and each of them, acknowledge and agree
        that the recitals and other representations set forth in this Agreement
        are true and accurate. 

	 
	 	 4.      	 The Parties, and each of them, agree that the compromise
        and settlement which underlie this Agreement is the product of arms-length
        negotiations, that each party is entering into this Agreement freely and
        without duress or coercion, that each party is capable of reviewing and
        discerning the contents of this Agreement and the effects and consequences
        thereof, and that this Agreement represents a general, final, and mutually
        agreeable compromise entered into by the parties hereto in good faith,
        upon independent investigation, after the opportunity for independent
        consultation with counsel, and because each party hereto has concluded
        that it is in his or its individual best interests to do so. 






SETTLEMENT AGREEMENT 

PAGE 4 OF 11 






 D.       Successors
  and Assigns. This Agreement shall be binding in all respects
  upon, and shall inure to the benefit of, the heirs, successors and assigns of
  the parties. 

 E.       Governing Law.
  Interpretation and construction of this Agreement shall be governed
  by the laws of the State of Colorado, notwithstanding any contrary or inconsistent
  conflict of laws or choice of law doctrines of any forum in which any claim
  related to the Agreement may be asserted or filed and all such choice of law
  doctrines are hereby mutually deemed to be solely procedural and not substantive.
  All Parties hereby stipulate and agree that this contract is deemed to have
  been executed and negotiated within the State of Colorado. 

 F.       Integration. This
  Agreement constitutes the entire agreement of the Parties and a complete merger
  of prior negotiations and agreements; this Agreement shall not be modified except
  in writing signed by the Parties or their authorized representatives. 

 G.       Waiver.
  No term or condition of this Agreement shall be deemed to have been
  waived, nor shall there be an estoppel against the enforcement of any provision
  of this Agreement except by written instruments signed by the Party charged
  with the wavier or estoppel; no written wavier shall be deemed a continuing
  waiver unless specifically stated therein, and the written wavier shall operate
  only as to the specific term or condition waived, and not for the future or
  as to any other act than that specifically waived. 

 H.       Headings.
  The headings of paragraphs herein are intended solely for the convenience
  of reference and shall not control the meaning or interpretation of any of the
  provisions of this Agreement. 

 I.       Gender and
  Number. Whenever applicable, the pronouns designating the feminine, masculine
  or neuter shall equally apply to the feminine, neuter and masculine genders;
  the singular shall include the plural and the plural shall include the singular.


 J.       Subsequent Agreements.
  The Parties to this Agreement agree that, upon reasonable request of any other
  Party, they will execute, acknowledge and deliver any additional instruments
  or documents that may reasonably be required to carry out the intentions of
  this Agreement, including such instruments as may be required by the laws of
  any jurisdiction, now in effect or hereinafter enacted, which may affect rights
  of the Parties and obligations created by this Agreement. 

 K.       Disputes.
  All Parties hereby stipulate that every dispute concerning the interpretation
  or effect of this Agreement must be resolved in the District Court, City and
  County of Denver, State of Colorado. To the maximum extent permitted by law,
  the Parties agree to accept service of process without condition and thereby
  submit themselves to personal jurisdiction, subject matter jurisdiction, and
  hereby consent to venue in said court. 

 L.       Fees and Costs.
  In any action to enforce, interpret, collect monies under this Agreement or
  seek damages for violation of this Agreement, the prevailing party shall recover
  all attorneys’ fees, litigation expenses and court costs. 

SETTLEMENT AGREEMENT 

  PAGE 5 OF 11 





 M.       Delay in Exercise
  of Rights. No failure on the part of the Parties to exercise, and no delay
  in exercising, any right under this Agreement shall operate as a waiver thereof;
  nor shall any single or partial exercise of any right hereunder preclude any
  other or further exercise thereof or the exercise of any other right.

 N.       Beneficiaries.
  Nothing in this Agreement, whether express or implied, shall confer any rights
  or remedies under or by reason of this Agreement on any person, group or entity
  other than as expressly provided herein. 

 O.       Authorship.
  The Parties acknowledge that this Agreement is the result of negotiations and
  joint authorship and agree that this Agreement shall not be construed or interpreted
  against any single Party on the grounds of sole or primary authorship. The Parties
  further acknowledge that each has had the full opportunity to consult with legal
  counsel and any other advisors of their choice. 

 P.       Signatures.
  This Agreement may be executed in any number of counterparts or with faxed signatures
  with the same effect as if the signatures on each counterpart were upon a single
  instrument, and each such counterpart shall be mutually deemed to be a “duplicate
  original” for purposes of authentication, identification and admissibility.
  All counterparts, taken together, shall constitute the Agreement. 

 Q.       Entire Agreement.
  This Agreement contains the entire agreement between the Parties hereto
  and the terms of this Agreement are contractual and are not a mere recital.
  All agreements and understandings between the Parties hereto are embodied and
  expressed in this document and no oral representations or other document is
  incorporated into this Agreement. 

 R.       Modification of
  Agreement. This Agreement may only be modified in writing signed by all
  parties. 

            IN
  WITNESS WHEREOF, this Agreement has been executed on the dates below written
  to be effective on the last such date. 

SETTLEMENT AGREEMENT 

  PAGE 6 OF 11 





                    Signed
  this __th day of __________ , 2005 
 
	 	 BANYAN CORPORATION 
    
	 	 	 
	 	 	 
	 	 	 
	 	By:  	  
	 	 	 
	 	 	 
	 	Its: 	  




	 STATE OF  _____________________________	 )  	 
	  	 ) ss.  	 
	 COUNTY OF  ___________________________	 )  	 




                    Subscribed
  and sworn to me this ____ day of ____________ , 2005, by ________ , the ______________
  of Banyan Corporation. 

                    Witness
  my hand and official seal. 

	 	 	 
	 	Notary Public 
	 	 	 
	 	My Commission Expires:	 


 

SETTLEMENT AGREEMENT 

  PAGE 7 OF 11 







	 	 CAMERON YOST  
	 	 	 
	 	 	 
	 	 	 
	 	 	  




	 STATE OF  COLORADO	 )  	 
	  	 ) ss.  	 
	 COUNTY OF  ___________________________	 )  	 


The foregoing instrument was acknowledged before me  _________________________________
  , 2005,  by  Cameron Yost.  

                   Witness
  my hand and official seal.  



	 	 	 
	 	Notary
      Public 
	 	Address	 




	My Commission Expires:	 	 


SETTLEMENT AGREEMENT 

  PAGE 8 OF 11 






	 	 LYLE YOST  
	 	 	 
	 	 	 
	 	 	 
	 	 	  




	 STATE OF  _____________________________	 )  	 
	  	 ) ss.  	 
	 COUNTY OF  ___________________________	 )  	 


The foregoing instrument was acknowledged before me  _________________________________
  , 2005,  by  Lyle Yost. 

                   Witness
  my hand and official seal.  



	 	 	 
	 	Notary
      Public 
	 	Address	 




	My Commission Expires:	 	 




SETTLEMENT AGREEMENT 

  PAGE 9 OF 11  







	 	 WINSTON YOST 
	 	 	 
	 	 	 
	 	 	 
	 	 	  




	 STATE OF  _____________________________	 )  	 
	  	 ) ss.  	 
	 COUNTY OF  ___________________________	 )  	 


The foregoing instrument was acknowledged before me  _________________________________
  , 2005,  by  Winston Yost. 

                   Witness
  my hand and official seal.  



	 	 	 
	 	Notary
      Public 
	 	Address	 




	My Commission Expires:	 	 


 

SETTLEMENT AGREEMENT 

  PAGE 10 OF 11 







	 	 BYRON YOST  
	 	 	 
	 	 	 
	 	 	 
	 	 	  




	 STATE OF  _____________________________	 )  	 
	  	 ) ss.  	 
	 COUNTY OF  ___________________________	 )  	 


The foregoing instrument was acknowledged before me  _________________________________
  , 2005,  by  Byron Yost. 

                   Witness
  my hand and official seal.  



	 	 	 
	 	Notary
      Public 
	 	Address	 




	My Commission Expires:	 	 


 

SETTLEMENT AGREEMENT 

  PAGE 11 OF 11