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Exhibit 10.3

THIS AGREEMENT made effective the 4th day of January, 2003.

BETWEEN:

> Banyan Corporation, a company incorporated under the laws of
>           the State of Oregon (hereinafter referred to as "Banyan")

OF THE FIRST PART AND:

> Cory H. Gelmon, Businessman, of the City of Calgary, in the
>           Province of Alberta, Canada (hereinafter referred to as "Gelmon")

OF THE SECOND PART

AMENDING AGREEMENTRE: MANAGEMENT AGREEMENT

WHEREAS the Parties hereto have entered a Management Agreement (the Agreement), dated May 7th, 2001;

AND WHEREAS the parties hereto are desirous of amending certain provisions contained in the Agreement, as agreed to herein;

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of
  which is acknowledged by each of the parties hereto, the parties agree as follows:

|1. | To amend Article 7 of the Agreement as follows:
|-- | -----------------------------------------------
|   |                                                
|   | (i)                                            
|   |                                                
|   | (ii)                                           
|   |                                                
|   |                                                
|   |                                                
|   |                                                
|   |                                                
|   |                                                
|   |                                                
|   | (iii)                                          

17

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|2. | To amend Article 8 of the Agreement as follows:                             
|-- | ----------------------------------------------------------------------------
|   |                                                                             
|   |                                                                             
|   |                                                                             
|   |                                                                             
|   |                                                                             
|3. | All other provisions of the Agreement remain
      in full force and effect.

IN
  WITNESS WHEREOF the parties hereto have hereunto executed the within Agreement
  as of the21st day of April, 2004 by their duly authorized signing authorities
  on their behalf.

| |      | Banyan Corporation     |      
| | ---- | ---------------------- | -----
| |      |                        |      
| | Per: | /s/ Banyan Corporation | (c/s)
| |      |                        |      
| |      |                        |      
| |      | /s/ Cory Gelmon        |      
| |      | Cory Gelmon            |      

with the Management Agreements, each of the Gelmons will devote at least 50% of their time to the management and supervision of the Corporation and each of the Gelmons will receive a consulting fee of $60,000 per annum, $500 per month towards the
cost of office space and Options to purchase 500,000 Class A Common Shares at $0.05 per share, which shares will vest upon certain conditions being fulfilled (all as more particularly described in the Management Agreements attached as Exhibits 10.1
and 10.2 hereto).

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