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SETTLEMENT AGREEMENT

AGREEMENT made and entered into
as of this 10thday of January 2007, with respect to Yost et al..,
Case No. 2005 CV 8902, in the District Court in and for Denver County, State of
Colorado (the Civil Action), by an among the Plaintiffs in the Civil Action
(hereinafter collectively referred to as the Plaintiffs) Banyan Corporation
(Defendant) Chiropractic USA, Inc; Premier Medical Group, Inc. and Virtual
Medical Systems, Inc. (hereinafter collectively referred to as the Banyan
Subsidiaries), and Anderson Thompson Corporation, a Colorado corporation,
Steven M. Feder, Steven M Feder PC d/b/a Feder Law Firm, Lloyd K. Parrish, (the
Third-Party Defendants in said Civil Action hereinafter collectively referred to
as the "Third Party Defendants") and Robert Simels and Larry Stanley
(hereinafter collectively referred to as the "Other Parties).

W I T N E S S E T H:

WHEREAS, the Court in the Civil
Action entered judgment in favor of the Plaintiffs and Third Party Defendant
Feder Law Firm on August 4, 2006 (the "Judgment") based on the Previous
Settlement and; WHEREAS, Defendant filed a Notice of Appeal of the Judgment;
and,

WHEREAS, the Court in the Civil
Action awarded attorney's fees in favor of the Plaintiffs and Third-Party
Defendant Feder Law Firm on December 8, 2006 (the "Award");

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

1. Payment by Defendant.
Defendant and Banyan Subsidiaries agree to pay to the Plaintiffs, Third-Party
Defendants and Robert Simels the sum of $250,000 when this agreement is entered.
Defendant agrees to pay $250,000 by wire transfer to the Feder Law Firm COLTAF
account pursuant to wire instructions provided by Feder Law Firm. Upon receipt
of the funds, Plaintiffs agree to file the Stipulated of Dismissal and also
immediately dismiss and vacate any orders or judgments entered in all other
actions commenced in connection with this Civil Action including but not limited
to an action in Alberta Canada and an action in Oregon.

In addition, Defendant and Banyan Subsidiaries agree to pay
$160,000 to the Plaintiffs, Third-Party Defendants and Robert Simels in equal
monthly installments of ten thousand dollars beginning on the first business day
of July 2007 and the first business day of each subsequent month until paid in
full to be paid by wire transfer to the Feder Law Firm COLTAF account pursuant
to wire instructions provided by Feder Law Firm.

2. Default. In the event
Feder Law Firm fails to receive an installment payment on or before the 1ST of
each month, Feder Law Firm shall notify Banyan Corp. and the Banyan Subsidiaries
by sending notice of default by facsimile or by certified mail, return receipt
requested, to the following:

Mr. Michael Gelmon

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 0 of 19
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Banyan Corporation5005 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 received by Banyan Corp. 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.

Banyan Corp and the Banyan
Subsidiaries have in connection with the execution of this Agreement, executed a
Confession of Judgment in favor of Feder Law Firm in the amount of $350,000 less
any installment payments made to the date of default plus interest on the unpaid
balance starting on the day notice of default is given at the rate of 22%. No
reduction in the Confession of Judgment is to be provided for the initial
payment of $250,000. Banyan Corp. and each and every Banyan Subsidiary agree to
be jointly and severally liable for all payments owed to Plaintiffs. A copy of
the Confession of Judgment is attached as Exhibit A and is hereby incorporated
by reference. In the event that Banyan Corp. or Banyan Subsidiaries breaches the
payment agreement and fails to cure the breach after notice within the grace
period, Feder Law Firm may apply to the Court on written verified motion for
entry of judgment against Banyan Corp. and Banyan Subsidiaries pursuant to
Exhibit A. Plaintiffs shall give notice to Banyan and Banyan Subsidiaries by
sending a copy of the written motion for entry of judgment by facsimile to
Banyan at the number above. After ten (10) day from the facsimile notice to
Banyan Corp., judgment shall be entered pursuant to the Confession of Judgment
against Banyan and Banyan Subsidiaries.

3. Release of Claims.
Other than the rights under this Settlement Agreement, Plaintiffs, Defendant,
Third-Party Defendant and Other Parties, for themselves, their directors,
officer, affiliates, heirs, executors, administrators, successors and assigns,
do hereby release and discharge each other from any and all manner of actions
and causes of action, judgments, executions, debts, dues, claims, and demands of
every kind and nature whatsoever, known or unknown against each other party,
their directors, officers, affiliates, agents, attorneys, executors,
administrators, successors and assigns that Plaintiffs, Defendant, Third-Party
Defendants and Other Parties ever had or have, or which they or their heirs,
executors, administrators, successors and assigns may have now or may hereafter
have with respect to Banyan and the other transactions and occurrences and the
related facts, circumstances and issues involved in the Civil Action, their
legal and business relationships with each other, and their directors, officers,
affiliates, agents and attorneys and Plaintiffs relationship with Banyan.

Accordingly, Lloyd K. Parrish and
Carol Parrish and Banyan will enter into a stipulation for dismissal with
prejudice with respect to Lloyd Parrish and Carol Parrish v. Banyan Corporation,
Civil Action No. 2005 CV 4269 pending in the State of Colorado, El Paso County
District Court. All of Banyans claims against Stanley shall be dismissed with
prejudice.

The Parties, either directly or
indirectly through their directors, officers, agents or attorneys, shall not
initiate, institute or participate in any investigation or legal proceedings
with

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 1 of 19
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respect to any party that they were adverse to in this
litigation. However, this does not prevent any party from testifying pursuant to
court order or subpoena. Banyan and Banyan Subsidiaries will not use a breach of
this provision as a defense to, or as a setoff to, the installment payments due
under this Agreement or to the enforcement of the confessions of judgment they
have executed. The sole remedy for a breach of this provision is a new and
separate action for damages and/or injunctive relief against the individual
party that allegedly breached this provision. The term of this provision is from
the date of this Agreement and will continue for two years from the date of this
Agreement.

Banyan will fully cooperate with
Plaintiffs and Third-Party Defendants efforts to remove any restrictions and
sell any stock previously issued to Plaintiffs and Third-Party Defendants.

4. Costs and Attorney
Fees. The parties hereto stipulate and agree that they shall bear their own
respective costs and attorneys fees in connection with the all legal
proceedings prior to the date hereof, except as provided below. The Judgment and
Attorney Fee Award are merged into this agreement.

5. Enforcement of Settlement
Agreement. The parties stipulate and agree that the Denver District Court in
which the Civil Action is now pending has jurisdiction over this Settlement
Agreement and will retain jurisdiction to enforce this Settlement Agreement.
Plaintiffs and Defendant further stipulate and agree that, in the event of a
breach of this Settlement Agreement by either party, the non-breaching party may
exercise any and all available remedies, including, but not limited to,
pre-judgment attachment, obtaining a temporary restraining order ex parte
or other or emergency order without notice, and shall be entitled to recover
reasonable attorneys fees related to enforcement of this Settlement
Agreement.

6. Miscellaneous. The
parties agree to execute a Stipulation for Dismissal and any other document and
to do any other act or thing as may be necessary and proper to effectuate the
purposes of this Settlement Agreement. This Settlement Agreement sets forth the
entire agreement and understanding of the parties; replaces and supersedes all
prior agreements and understandings concerning the subject matter hereof,
including the Settlement and Mutual Release Agreement entered into in or about
July 2005 and the Judgment and Attorney Fee Award; shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives; may be executed in counterparts, each of
which all have binding effect; and, shall be governed by and construed in
accordance with the laws of the State of Colorado.

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

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

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 2 of 19
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| | b. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | c. | The Parties, and each of them, acknowledge and agree that
      the recitals and other representations set forth in this Agreement are
      true and accurate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | d. | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | e. | This Agreement shall be binding in all respects upon, and
      shall inure to the benefit of, the heirs, successors and assigns of the
      parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | f. | This Agreement and the confession of judgment procedures
      and amounts are legal, valid, enforceable, and voluntary, not a penalty,
      and a reasonable estimate of the damages. Any and any all defenses to the
      entry of confession of the judgment, other than prior payment, are
      expressly waived.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | g. | All parties submit to the jurisdiction and venue of the
      Denver District Court for enforcement of the settlement agreement.
  .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | h. | Banyan and Banyan Subsidiaries will not raise any
      defenses to enforcement of this Agreement in any collection actions in any
      other jurisdictions or countries, other than
payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

8. 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.

9. 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.

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 3 of 19
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10. 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.

11. 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.

12. 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.

13. 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.

IN WITNESS WHEREOF, the parties
do hereby execute this Agreement on the dates set opposite their respective
signatures effective as of the day and year first above written.

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DISTRICT COURT CITY AND COUNTY OF DENVER, COLORADO
      1437 Bannock Street Denver Colorado 80202
    **COURT USE ONLY**Plaintiffs: YOST et. al. v.
      Defendant: BANYAN CORPORATION v. 
        Third Party Defendants: ANDERSON THOMPSON CORPORATION, a Colorado corporation,
        LLOYD K. PARRISH, Jr., an individual and STEVEN M. FEDER d/b/a FEDER LAW
        FIRM.Case No.: 2005 CV
      8902 Division 18CONFESSION OF JUDGMENT


The Defendant Banyan Corporation
and certain Banyan subsidiaries Chiropractic USA, Inc; Premier Medical Group,
Inc. and Virtual Medical Systems, Inc. hereby jointly and severally enter into
this Confession of Judgment in the above referenced action.

Banyan Corporation and the above
named subsidiaries hereby consent to entry of joint and several judgment in the
above referenced action in favor of Feder Law Firm in the amount of $350,000
less any installment payments made to the date of default plus interest on the
unpaid balance starting on the day notice of default is given at the rate of 22%
per annum, plus all costs and attorney fees in collection. No deduction is to be
provided for the initial payment of $250,000 paid, only installment payments
made thereafter. This Confession of Judgment is subject to the terms of that
certain Settlement Agreement dated January 10, 2007 by an among the Plaintiffs
in the Civil Action (hereinafter collectively referred to as the Plaintiffs)
Banyan Corporation (Defendant) Chiropractic USA, Inc; Premier Medical Group,
Inc. and Virtual Medical Systems, Inc. (Banyan Subsidiaries), and Anderson
Thompson Corporation, a Colorado corporation, Steven M. Feder PC d/b/a Feder Law
Firm, Robert Simels, Lloyd K. Parrish, the Third-Party Defendants in said Civil
Action hereinafter collectively

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 5 of 19
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referred to as the "Third Party Defendants"). This document may
be filed and judgment may enter thereon in accordance with the Settlement
Agreement.

Dated: December 29, 2007.

| | /s/ Michael
      Gelmon     
| | -----------------------------
| | Banyan Corporation           
| | By: Michael Gelmon, CEO      
| |                              
| |                              
| | /s/ Cory
      Gelmom        
| | Chiropractic USA, Inc        
| | By: Cory Gelmon, President   
| |                              
| |                              
| | /s/ James
      Gaetz        
| | Premier Medical Group, Inc.  
| | By: James Gaetz, President   
| |                              
| |                              
| | /s/ James
      Gaetz        
| | Virtual Medical Systems, Inc.
| | By: James Gaetz, President   

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 6 of 19
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| | Banyan Corporation          
| | ----------------------------
| |                             
| |                             
| | By: /s/ Michael
      Gelmon
| | Michael
      Gelmon, CEO   

|Province of Alberta                                                     | )
|----------------------------------------------------------------------- | -
|                                                                        |  
|County of 
      ______________________________________________________ | )

The foregoing instrument was acknowledged before me December
29, 2006, by the Chief Executive Officer of Banyan Corporation

Witness my hand and official seal

| | /s/ Cory Gelmon
| | ---------------
| | Notary Public  
| | Address        

My commission Expires: Does not expire

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 7 of 19
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| | Chiropractic USA, Inc       
| | ----------------------------
| |                             
| |                             
| | By: /s/ Cory Gelmon         
| | Cory
      Gelmon, President

|Province of Alberta               | )
|--------------------------------- | -
|                                  |  
|County of _______________________ | )

The foregoing instrument was
acknowledged before me December 29, 2006, by the President of Chiropractic USA,
Inc

Witness my hand and official seal

| | /s/ Michael Gelmon
| | ------------------
| | Notary Public     
| | Address           

My commission Expires: Does not expire

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 8 of 19
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| | Premier Medical Group, Inc
| | --------------------------
| |                           
| |                           
| | By: /s/ James Gaetz       
| | James Gaetz, President    

|Province of Alberta | )
|------------------- | -
|                    |  
|County of           | )

The foregoing instrument was
acknowledged before me December 29, 2006, by the President of Premier Medical
Group, Inc

Witness my hand and official seal

| | /s/ Cory Gelmon
| | ---------------
| | Notary Public  
| | Address        

My commission Expires: Does not expire

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 9 of 19
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| | Virtual Medical Systems, Inc.
| | -----------------------------
| |                              
| |                              
| | By /s/ James Gaetz           
| | James
      Gaetz, President 

|Province of Alberta | )
|------------------- | -
|                    |  
|County of           | )

The foregoing instrument was
acknowledged before me December 29, 2006, by the President of Virtual Medical
Systems, Inc.

Witness my hand and official seal

| | /s/ Cory Gelmon
| | ---------------
| | Notary Public  
| | Address        

My commission Expires: Does not expire

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 10 of 19
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| | Cameron Yost    
| | ----------------
| |                 
| |                 
| | /s/ Cameron Yost

|State of Colorado | )
|----------------- | -
|                  |  
|County of El Paso | )

The foregoing instrument was
acknowledged before me January 8, 2006, by Cameron Yost.

Witness my hand and official seal

| | /s/ Teresa Ann Butler
| | ---------------------
| | Notary Public        
| | Address              

My commission Expires: June 27, 2007

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 11 of 19
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| | Byron Yost    
| | --------------
| |               
| |               
| | /s/ Byron Yost

|State of Colorado | )
|----------------- | -
|                  |  
|County of Douglas | )

The foregoing instrument was
acknowledged before me January 6, 2006, by Byron Yost.

Witness my hand and official seal

| | /s/ Illegible
| | -------------
| | Notary Public
| | Address      

My commission Expires: 10/08/2008

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 12 of 19
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| | Winston Yost    
| | ----------------
| |                 
| |                 
| | /s/ Winston Yost

|State of Colorado | )
|----------------- | -
|                  |  
|County of El Paso | )

The foregoing instrument was
acknowledged before me January 6, 2007, by Winston Yost.

Witness my hand and official seal

| | /s/ Debbie Graham
| | -----------------
| | Notary Public    
| | Address          

My commission Expires: 10-27-2009

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 13 of 19
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| | Lyle Yost    
| | -------------
| |              
| |              
| | /s/ Lyle Yost

|State of Arizona   | )
|------------------ | -
|                   |  
|County of Maricopa | )

The foregoing instrument was
acknowledged before me January 3, 2007, by Lyle Yost.

Witness my hand and official seal

| | /s/ David J. Dunlevy
| | --------------------
| | Notary Public       
| | Address             

My commission Expires: July 31, 2009

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 14 of 19
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| | Steven M. Feder PC d/b/a Feder Law Firm
| | ---------------------------------------
| |                                        
| |                                        
| | /s/ Steven Feder                       

|State of Colorado | )
|----------------- | -
|                  |  
|County of Denver  | )

The foregoing instrument was
acknowledged before me January 11, 2007, by Steven M. Feder.

Witness my hand and official seal

| | /s/ Deidre M. Abdelrashid
| | -------------------------
| | Notary Public            
| | Address                  

My commission Expires: 11/18/2010

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 15 of 19
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| | Robert Simels       
| | --------------------
| |                     
| |                     
| | /s/ Robert M. Simels

|State of New York  | )
|------------------ | -
|                   |  
|County of New York | )

The foregoing instrument was
acknowledged before me January 11, 2007, by Robert Simels.

Witness my hand and official seal

| | /s/ Alexandra Vandoros
| | ----------------------
| | Notary Public         
| | Address               

My commission Expires: Sept. 20, 2009

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 16 of 19
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| | Lloyd K. Parrish    
| | --------------------
| |                     
| |                     
| | /s/ Lloyd K. Parrish

|State of Kansas    | )
|------------------ | -
|                   |  
|County of Sedgwick | )

The foregoing instrument was
acknowledged before me January 10, 2007, by Lloyd K. Parrish.

Witness my hand and official seal

| | /s/ Richard A. Pape
| | -------------------
| | Notary Public      
| | Address            

My commission Expires: 8/14/2008

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| | Anderson Thompson Corporation
| | -----------------------------
| |                              
| |                              
| | By: /s/ Cameron Yost         
| | Cameron
      Yost, President

|State of Colorado | )
|----------------- | -
|                  |  
|County of Denver  | )

The foregoing instrument was
acknowledged before me January 12, 2007, by the President of Anderson Thompson
Corporation.

Witness my hand and official seal

| | /s/ Deidre Abdelrashid
| | ----------------------
| | Notary Public         
| | Address               

My commission Expires: 11/18/2010

|SETTLEMENT AGREEMENT AND CONFESSION OF JUDGMENT | Page 18 of 19
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| | Larry Stanley    
| | -----------------
| |                  
| | /s/ Larry Stanley

|State of Texas  | )
|--------------- | -
|                |  
|County of Young | )

The foregoing instrument was
acknowledged before me January 10, 2007, by Larry Stanley

Witness my hand and official seal

| | /s/ Mona Bennett
| | ----------------
| | Notary Public   
| | Address         

My commission Expires: 02/31/2010

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