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> THIS AGREEMENT made effective the 1st day of April,
>           2005.

BETWEEN:

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

OF THE FIRST PART

AND:

> Michael J. 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 have, by various extensions,
  extended the Agreement to March 31st, 2005;

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)                                                   

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|   |                                                                                | b.                                                                                                                                                                                                                                                                                                                        | 2,000,000 options for Class A Common Shares in the
        Corporation at the strike price of 18¢ per share (the “Options”).
        The Options will vest with Gelmon immediately upon execution of this Amending
        Agreement: The Options will be exercisable for 5 years from the date of
        vesting. The Corporation agrees to register the Options immediately upon
        the vesting thereof, or as soon as practicable thereafter. The Class of
        Common Shares as referred to herein is intended to be the publicly traded
        class of shares currently available in the "over the counter" market.
|-- | ------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (iii)                                                                          | Provision (d.) to be amended to $1,000
        per month from $500 per month;                                                                                                                                                                                                                                            
|  
|   | (iv)                                                                           | To insert provision (e.) which shall
        read as follows:                                                                                                                                                                                                                                                            
|  
|   |                                                                                | “a bonus payable in an amount
        equal to 5% of the net income of the Corporations wholly owned subsidiary,
        Diagnostic USA, Inc., payable annually upon completion of the Corporations
        audited statements, or at such other time as determined by the Board of
        Directors of the Corporation”
|  
|2. | To amend Article 8 of the Agreement as
        follows:                       
|  
|   |                                                                                | By deleting (a) and replacing it with the following:                                                                                                                                                                                                                                                                     
|   |                                                                                |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                | (a)                                                                                                                                                                                                                                                                                                                       | This agreement shall commence on the date first
        above written and shall expire on the 31stday of March, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|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 the1st day of April, 2005 by their duly authorized signing authorities
  on their behalf.

Banyan Corporation

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



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