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





 SOFTWARE CONSULTING AGREEMENT 

  BY AND BETWEEN

  BANYAN CORP. 

  AND

  FRED JOHANNESEN  

 Agreement made as of the day and year set forth in the date
  line on the last page hereof, by and between Banyan Corp., an Oregon corporation
  having its principal executive offices at Suite 500, 1925 Century Park East,
  Los Angeles, CA 90067 (hereinafter referred to as "Banyan Corp."), and Fred
  Johannesen, businessman, having his business office at 17206 – 106A Ave,
  Edmonton, Alberta, Canada (the "Software Consultant").

 W I T N E S S E T H:  

 W H E R E A S, Banyan is a publicly-traded corporation with
  Class A Common Stock, no par value (the "Class A Common Stock") traded on the
  NASDAQ Over-the-Counter Bulletin Board, a stock trading market, under the symbol
  BANY;

 W H E R E A S, Banyan, through its subsidiary, Chiropractic
  USA, Inc. ("Chiropractic USA"), is engaged in the business of franchising, acquiring
  and operating a chain of chiropractic clinics throughout North America;

 W H E R E A S, Chiropractic USA is a leader in the aforesaid
  business;

 W H E R E A S, Banyan desires to enhance its Chiropractic
  USA business by creating specific software for its franchised Chiropractic clinics
  operating under its Chiropractic USA brand, and believes that the involvement
  and participation of the Software Consultant in creating billing, marketing
  and educational software specifically for the Chiropractic USA franchisees will
  significantly aid and enhance the Chiropractic USA brand and deliverables; and,

 W H E R E A S, Software Consultant has the requisite knowledge,
  skill and ability in the areas of Chiropractic Software development and implementation,
  business relations, and information technology to make Banyan's Chiropractic
  USA brand a success and to meet the Software objectives of this agreement.

 NOW, THEREFORE, in consideration of the mutual promises and
  covenants herein contained, and other good and valuable consideration, the adequacy
  and receipt of which is hereby acknowledged, the parties hereto agree as follows:

 1. Engagement. Banyan hereby engages Software Consultant and
  Software Consultant hereby accepts such engagement upon the terms and conditions
  hereof.

 2. Software Development. Software Consultant will function
  as the Software development agent of Chiropractic USA in the development of
  the Software system being developed in conjunction with Cobalt Data Systems
  (Cobalt). The Software Consultant 

 Page 1 of 5 








 shall provide various liaison functions with Cobalt to ensure
  the business applications as required by Chiropractic USA are included in the
  software being developed in conjunction with Cobalt. Software Consultant may
  not assign, delegate, or retain others to perform its duties hereunder; provided,
  however, that Software Consultant, without reducing its responsibility to Banyan,
  may out-source or contract for the performance of certain duties to persons
  that are competent and qualified to perform such duties and who shall be bound
  in writing to all of the provisions of paragraphs 5 and 8 of this agreement
  to the same extent as Software Consultant.

 3. Software Consultant's Duties. Software Consultant agrees
  to diligently and conscientiously devote such time, attention and best efforts
  as may be necessary, proper and advisable to effectuate the purposes of this
  agreement and to the discharge of the duties attendant to the software development
  program for the benefit of Chiropractic USA. Software Consultant's duties include:
  acquiring, at Banyan's expense, comprehensive and sufficient knowledge from
  the Chiropractic Clinics to be able to tailor make appropriate software for
  the clinics operations, including all accounting, marketing, educational and
  patient booking modules as required by the Clinics; designing and developing,
  with the advice and consent of Banyan, the necessary and proper materials for
  a successful software rollout across the Chiropractic USA system, including,
  but not limited to, training materials, written operational manuals, procedures;
  implementation of all Chiropractic USA head office requirements for communication
  between franchised clinics and head office, including all sales and accounting
  functions, booking modules and ancillary tracking systems as may be required
  from time to time;; furnishing Software updates and materials and other relevant
  information to prospective franchisees and affiliates; keeping Banyan fully
  informed of the foregoing activities; and, in general, cooperating with Banyan
  in connection with the foregoing activities. Software Consultant will pay all
  costs, disbursements and out of pocket expenses for the Software development
  programming as contemplated herein except as otherwise provided in this Agreement.
  In performing its duties, Software Consultant agrees to adhere to and to act
  in accordance with all applicable federal and state laws and the rules and regulations
  thereunder (including those relating to the sale of the Shares, and insider
  trading), the policies and procedures of Banyan in effect from time to time,
  all written and oral instructions received from an authorized officer or employee
  of Banyan, and high ethical standards.

 4. Compensation. Promptly upon execution of this agreement,
  Banyan shall pay Software Consultant a one-time nonrefundable fee of 1,000,000
  shares of its Class A Common Stock, no par value (the "Shares") and file a Registration
  Statement on Form S-8, with the United States Securities and Exchange Commission
  (the "SEC") to cover the resale of the shares to the public. Promptly after
  the effective date of said Form S-8, certificates evidencing the Shares shall
  be issued in the name of and delivered to Software Consultant without restrictive
  legend in such denominations as the Software Consultant shall designate. Banyan
  will bear the costs of the registration statement and issuance of the Shares.
  Software Consultant shall be solely responsible for federal and state personal
  income taxes arising from his compensation hereunder.

 Page 2 of 5 








 5. Banyan Trade Secrets. Other than information known to the
  general public, all information relating to Banyan, Chiropractic USA, the Software
  development, and the items set forth or mentioned in paragraph 3 hereof, whether
  or not set forth in tangible form, shall be treated as "Trade Secrets and Confidential
  Information." Software Consultant agrees not to use or to permit any other person
  to use any of the Trade Secrets and Confidential Information in any manner except
  for the purposes of this agreement. Software Consultant agrees to hold the "Trade
  Secrets and Confidential Information" in strict confidence, and not to disclose
  to any other person the Trade Secrets and Confidential Information, except to
  only those of Software Consultant's contractors, agents and employees in connection
  with the software development program and Software developers who need to know
  such information, who shall be bound to all of the provisions of this agreement
  to the same extent as Software Consultant. Software Consultant agrees to take
  all other reasonable precautions to protect the Trade Secrets and Confidential
  Information from disclosure to any unauthorized third party and from any other
  use not authorized hereby. Upon termination of this agreement, Software Consultant
  agrees to return to Banyan all records of the Trade Secrets and Confidential
  Information, including all copies thereof (other than Software Consultant's
  accounting records). Software Consultant agrees to indemnify and hold harmless
  Banyan from and against any loss arising out of any breach this agreement caused
  or permitted by Software Consultant, and its contractors, agents and employees.

 6. Other Proprietary Information. Unless otherwise provided
  herein, Banyan and Software Consultant agree to keep in confidence and not disclose
  to others all knowledge, information and data furnished to either party by the
  other and claimed by such party to be proprietary or confidential information
  or trade secrets; provided, however, such knowledge, information and data is
  given in writing, or, if given orally, is reduced to writing within thirty days
  and such writing is marked to indicate the claims of ownership and/or secrecy.
  Neither party shall use, nor reproduce for use in any way, any proprietary or
  confidential information of the other except in furtherance of this agreement.
  Each party agrees to protect the proprietary and confidential information or
  trade secrets of the other with the same standard of care and procedures used
  by each to protect its own confidential and proprietary information or trade
  secrets of similar importance and using at least a reasonable degree of care.

 7. Restrictive Covenants. During the term of this agreement
  and for a period of three (3) years from the effective date of Software Consultant's
  resignation or termination, Software Consultant agrees not to offer or sell
  any of its services to any of Banyan's competitors or to any other natural person
  or corporation or other legal entity engaged in the business of chiropractic
  care, or to offer employment thereto or accept employment therefrom unless it
  has the prior written consent of Banyan. 

 8. Equitable Relief. The parties agree that the other party
  would suffer irreparable harm for which monetary damages would be inadequate
  and difficult to ascertain in the event of a breach of paragraphs 5, 6 or 7
  including, but not limited to, the loss of potential franchisees and affiliates,
  the breach of confidentiality of records and information, and the breach of
  trust of customers. Therefore, each party consents to the application to any


 Page 3 of 5 








 court having jurisdiction over the matter for the issuance
  of a temporary restraining order without notice or bond or a preliminary or
  permanent injunction by or from such court to protect the Trade Secrets and
  Confidential Information, to prohibit the breach of paragraphs 5, 6 or 7, and
  to maintain the status quo pending the outcome of any legal proceeding which
  may be initiated.

 9. Term; Resignation and Termination. The term of this agreement
  shall commence on the date hereof and continue for one year from the effective
  date of Banyan's Registration Statement on Form S-8 to be filed in connection
  herewith. Banyan may terminate Software Consultant for cause by giving written
  notice in the event Software Consultant materially breaches or defaults in any
  of its duties, covenants or agreements as set forth herein, including a breach
  or default resulting from the death or disability of Software Consultant. Either
  party may terminate this agreement by giving written notice upon the liquidation,
  bankruptcy or insolvency of the other party, an assignment for the benefit of
  creditors for the other party or composition of substantially all of its debts,
  or the appointment of a trustee or receiver for the business, property or affairs
  of the other party.

 10. Relationship of Parties. Banyan and Software Consultant
  are acting only as independent contractors and will not be considered or be
  deemed to be an employee, joint venturer or partner of the other party. This
  agreement does not create or intend to create any other similar relationship
  between Banyan and Software Consultant not specifically provided herein.

 11. Force Majeure. Each party will be excused from performance
  under this agreement for any period, and the time of any performance will be
  extended to the extent reasonably necessary under the circumstances, if such
  party is prevented from performing, in whole or in part, its obligations under
  this agreement, as a result of acts or omissions by the other party or any act
  of God or any governmental authority or any outbreak or escalation of hostilities,
  war, civil disturbance, court order, labor dispute, third party nonperformance
  or any other cause beyond its reasonable control, including, without limitation,
  failures or fluctuations in electrical power, heat, light, air conditioning
  or telecommunications equipment or lines or other equipment. Such nonperformance
  on the part or either party will not be made a ground for Software Consultant's
  resignation or termination; provided, however, that the party whose performance
  has been excused will perform such obligation as soon as is reasonably practicable
  after the termination or cessation of such event or circumstance.

 12. Notices. All written notices provided for hereunder shall
  be sent by first class mail addressed to the parties at the addresses set forth
  in the first paragraph of this Agreement. Notice shall be deemed to be given
  on the postmark date. Either party may change its address for notices by giving
  notice to the other party as provided herein.

 13. Binding Effect. This Agreement shall be binding upon and
  inure to the benefit of the parties hereto and their respective successors,
  assigns and personal representatives.

 Page 4 of 5 








 14. Waiver. Unless otherwise provided herein, no waiver by
  either party of a breach of any provision hereof shall be deemed a waiver of
  any subsequent breach of any provision hereof. No failure by either party to
  assert any right provided herein shall be deemed a waiver of the right of such
  party to subsequently assert any right provided for herein.

 15. Severability. The invalidity or unenforceability of any
  provision hereof shall not effect the validity or enforceability of any other
  provision hereof, which shall be construed in such event as if such invalid
  or unenforceable provision was omitted.

 16. Attorney Fees. In the event of any litigation arising
  from this agreement, the parties agree that the court shall award to the prevailing
  party all reasonably necessary costs and expenses, including reasonable attorney
  fees.

 17. Governing Law; Venue. This agreement shall be governed
  by and construed in accordance with the laws of Colorado. Jurisdiction and venue
  in either the District Court for the City and County of Denver or the United
  States District Court for the District of Colorado is consented to by the parties.

 18. Entire Agreement; Amendment. This document states the
  entire agreement and understanding of the parties and supersedes all prior agreements
  and understandings. This Agreement may be amended only in writing, signed by
  the parties hereto.

 19. Counterparts. This agreement may be executed separately
  in facsimile counterparts, each of which shall be construed to be one and the
  same instrument.

 IN WITNESS WHEREOF, the parties have signed this agreement
  the day and year set forth below.

	  	  	 SOFTWARE CONSULTANT  
	  	 	 
	  	 	 
	  	 	 
	  	 	 
	  	  	 /s/ Fred Johannesen  
	  	  	 Fred Johannesen  
	  	 	 
	 DATED:  	 June 29th, 2005  	  
	  	 	 
	  	 	 
	  	  	 BANYAN CORP.  
	  	 	 
	  	 	 
	  	 	 
	  	 	 
	  	  	 By /s/ Michael Gelmon  
	 DATED:  	 June 29th, 2005 
    	 Michael Gelmon  


 Page 5 of 5