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PURCHASE AGREEMENT

By:DIAGNOSTIC USA, INC.
  (Purchaser)

And

BANYAN CORPORATION
  (Parent)

And

JEFF & CONNIE REBARCEK(Hereinafter collectively referred to as the “Seller”)

And

NATIONWIDE DIAGNOSTIC SOLUTIONS, INC. 
  (Company)

March 18th, 2005

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TABLE OF CONTENTS

|          |                                                                  |                                                               | Page
|--------- | ---------------------------------------------------------------- | ------------------------------------------------------------- | ----
|          |                                                                  |                                                               |     
|ARTICLE 1 | BASIC TRANSACTION                                                | 1                                                            
|          | 1.1                                                              | Purchase and Sale                                             | 1   
|          | 1.2                                                              | Purchase Price                                                | 1   
|          | 1.3                                                              | Closing                                                       | 1   
|          | 1.4                                                              | Allocation of the Purchase Price                              | 2   
|          | 1.5                                                              | Terms                                                         | 2   
|ARTICLE 2 | REPRESENTATIONS AND WARRANTIES OF THE SELLER                     | 2                                                            
|          | 2.1                                                              | Representations and Warranties of Seller                      | 2   
|ARTICLE 3 | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
      AND PARENT | 4                                                            
|          | 3.1                                                              | Representations and Warranties of Purchaser
      and Parent  | 4   
|ARTICLE 4 | CLOSING CONDITIONS                                               | 6                                                            
|          | 4.1                                                              | Conditions Precedent of Purchaser’s
      Obligation to Close | 6   
|          | 4.2                                                              | Conditions Precedent of Seller’s Obligation
      to Close    | 7   
|ARTICLE 5 | TERMINATION                                                      | 8                                                            
|          | 5.1                                                              | Termination of Agreement                                      | 8   
|ARTICLE 6 | INDEMNITY                                                        | 9                                                            
|          | 6.1                                                              | Indemnity by Seller                                           | 9   
|          | 6.2                                                              | Indemnity by Purchaser                                        | 9   
|          | 6.3                                                              | Provisions Regarding Indemnities                              | 9   
|          | 6.4                                                              | Indemnification Procedure                                     | 10  
|          | 6.5                                                              | Dispute Resolution Process                                    | 12  
|ARTICLE 7 | POST-CLOSING COVENANTS AND MISCELLANEOUS                         | 13                                                           
|          | 7.1                                                              | Distribution                                                  | 13  
|          | 7.2                                                              | Further Assurances                                            | 13  
|          | 7.3                                                              | Entire Agreement                                              | 13  
|          | 7.4                                                              | Amendments                                                    | 13  
|          | 7.5                                                              | No Waiver                                                     | 13  
|          | 7.6                                                              | Notices                                                       | 13  
|          | 7.7                                                              | Time of Essence                                               | 14  

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TABLE OF CONTENTS
  (continued)

| |      |                             | Page
| | ---- | --------------------------- | ----
| |      |                             |     
| | 7.8  | Headings                    | 14  
| | 7.9  | Singular, Plural and Gender | 14  
| | 7.10 | Assignment                  | 14  
| | 7.11 | Counterpart Execution       | 15  
| | 7.12 | Governing Law               | 15  

|Exhibit A | Form of Note                                   
|--------- | -----------------------------------------------
|Exhibit B | Form of Security Agreement                     
|Exhibit C | Form of Parent Guaranty                        
|Exhibit D | Form of Opinion of Purchaser’s/Parent’s Counsel
|Exhibit E | Terms of the Jeff Rebarcak Employment Agreement

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THIS
  PURCHASE AGREEMENT (“Agreement”) is made the 18th day
  of March 2005, by and among Diagnostic USA, Inc., a Colorado corporation (the
  “Purchaser”), Banyan Corporation, an Oregon corporation (the “Parent”),
  Jeff & Constance Rebarcek (the “Seller”) and Nationwide Diagnostic
  Solutions, Inc., an Arizona corporation (the “Company”).

PREAMBLE

WHEREASthe Company is in the diagnostic imaging business and acquired this business
  from Arizona Diagnostic Group, Inc. (the “Predecessor Company”)
  on or about the 1st day of September, 2004;

WHEREAS,
  the Seller is the sole shareholders of the Company; and

WHEREAS,
  the Seller desires to sell to the Purchaser and the Purchaser desires to purchase
  from the Seller all of the membership interest (“the Membership Interest”)
  in the Company on the terms and conditions contained herein.

NOW
  THEREFOREfor good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, and in consideration of the mutual covenants
  and agreements herein contained, the parties do hereby mutually covenant and
  agree as follows:

ARTICLE 1 
  BASIC TRANSACTION

1.1Purchase
  and Sale. Subject to and in accordance with the terms and conditions hereof,
  the Seller covenants and agrees to sell to the Purchaser and the Purchaser covenants
  and agrees to purchase from the Seller all of their membership interest in the
  Company outstanding as of the date of this Agreement (the “Membership
  Interest”) for the Purchase Price payable on the Closing Date.

1.2Purchase
  Price. The Purchase Price is $10 Million ($10,000,000) Dollars,
  payable by delivery of the following:

(a)Seven
  Hundred Thousand ($700,000) Dollars payable on the Closing Date;

(b)Nine
  Million Three Hundred Thousand ($9,300,000) Dollars by way of a promissory
  note issued by Purchaser of which $1,500,000 is to be guaranteed by the
  Parent. The amount guaranteed by the Parent will reduce by the amount paid pursuant
  to the promissory note. Such note to be in form attached hereto as Exhibit A
  (the “Note”). At any time, the Seller can convert up to a maximum
  of One Million ($1,000,000) Dollars payable under the Note to S.144 restricted
  common stock in the parent at a price equivalent to the previous 10 days rolling
  average of the share price, but in any case no lower than $0.22 per share.

1.3 Closing.
  The closing of the transactions contemplated by this Agreement (the “Closing”)
  will take place at the offices of Quarles & Brady Streich Lang LLP, Two
  North Central, Phoenix, AZ 85004, or such other premises as is mutually agreeable
  to the parties hereto, on the second business day following the satisfaction
  or waiver of all conditions to the obligations of the parties to consummate
  the transactions hereby (the “Closing Date”). In addition to any
  other Closing

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Conditions set forth in Article 4 of this Agreement, the following agreements shall be executed and delivered at Closing:

(a)
  An agreement providing Seller with
  a security interest in the Membership Interest as collateral for the Note in
  the form attached hereto as Exhibit B (the “Security Agreement”);

(b)
  A guaranty by Parent of the Note
  in the form attached hereto as Exhibit C (the “Guaranty”);

1.4 Allocation
  of the Purchase Price. Seller has the right to allocate the Purchase Price
  among the assets of the Company in a manner as mutually agreeable to the Purchaser
  and the Parent.

1.5 Terms.
  The terms upon which the Membership Interest is offered is not related to the
  expected volume or value of referrals of diagnostic services that could be generated
  pursuant to this Agreement. The foregoing notwithstanding, this Agreement in
  no way is intended to require or encourage the referral of diagnostic services
  among or between the Seller or the Purchaser.

ARTICLE 2REPRESENTATIONS AND WARRANTIES OF THE SELLER

2.1 Representations
  and Warranties of Seller. The Seller acknowledges and confirms that the
  Purchaser is relying upon the representations and warranties of the Seller in
  connection with the purchase by the Purchaser of the Membership Interest and
  Option. The Seller represents and warrants to the Purchaser as of the date of
  this Agreement as follows:

(a)
  The Company is a limited liability
  company validly existing and qualified to carry on its business as previously
  conducted under the laws of the State of Arizona.

(b)
  Company for the past three years
  have been made available for inspection by the Purchaser and all such documents
  made available for inspection by the Purchaser were complete, accurate, and
  up-to-date in all material respects.

(c)
  The Seller is the sole owner of all
  of the outstanding membership interests of the Company.

(d)
  The Membership Interest is now and will be as at the Closing Date free and clear
  of all liens, charges, encumbrances and security interests whatsoever.

(e)
  No person, firm or corporation now
  has or at the Closing Date will have any agreement or option for the purchase
  from the Seller of the Interest.

(f)
  There are no debts owing to the Company by the Seller or by persons or companies
  not dealing at arm’s length with the Company.

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(g)
  Except as listed on Disclosure Schedule 2.1(g), the Company is not as of the
  date of this Agreement, nor will it be at the Closing Date, a party to any guarantee
  or other like commitment.

(h)
  The Company has not authorized nor
  will it authorize prior to the Closing Date any payment to managers, officers
  or employees of the Company except in the ordinary course of business and at
  regular rates of salary or other remuneration for same.

(i)
  To the knowledge of the officers
  and managers of the Company and except as set forth on Disclosure Schedule 2.1(i),
  there are not now and at the Closing Date there will be no actions, suits or
  proceedings pending, threatened against or materially affecting the Company
  before or by any federal, state, municipal or other governmental department,
  commission, board, bureau, agency or instrumentality, domestic or foreign which
  would materially adversely affect the financial position of the Company.

(j)
  The Company does not control, directly or indirectly any other limited liability
  company, corporation, association or other business organization.

(k)
  The Company is not now nor will it be at the Closing Date in default or breach
  of any material contracts, agreements, trust deeds, indentures or other instruments
  to which the Company is a party, and all such material contracts, agreements,
  trust deeds, indentures or other instruments are now and will be at the Closing
  Date in full force and effect.

(l)
  The Company has not now nor will
  it have at the Closing Date made, authorized or entered into any commitment
  for any capital or other expenditure in excess of $10,000 in value, other
  than in the ordinary course of business.

(m)
  Except for the Employment Agreements
  to be entered into by and between Jeff Rebarcak and the Company prior to the
  Closing Date in accordance with terms set forth on Exhibit G hereto, or as otherwise
  disclosed on Disclosure Schedule 2.1(m), the Company is not now nor will it
  be at the Closing Date a party to any written employment or service agreement
  or any pension agreement or union agreement.

(n)
  The Company has not now nor will
  it at the Closing Date have any outstanding liability for payment of wages,
  vacation pay, salaries, bonuses, pensions, or for contribution under any employee
  benefit plans, or other compensation, current or deferred under any labour or
  employment contract, whether oral or written, save and except for normal accruals
  for wages, vacation pay, salary or other similar expenses and normal day to
  day operating expenses.

(o)
  During the last three years, there
  has been no material adverse change in the financial condition of the Company
  or its Predecessor Company, except for changes in the ordinary course of business,
  which are not expected to materially adversely affect the organization, assets
  or properties of the Company on an ongoing basis.

(p)
  The Agreement herein constitutes
  a valid and binding obligation of the Seller and all transactions contemplated
  herein will not result in any violation of any of the terms and conditions of
  the Articles of Organization of the Company or of any indenture or other material

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agreement to which the Company or the Seller is a party or by which the Company is bound and does not constitute a default thereunder.

(q)
  The Company is in compliance in all
  material respects with all applicable laws and regulations relating to the conduct
  of its business and has all permits, licenses, certificates and authorizations
  necessary to carry on its business as presently conducted, except those permits,
  licenses, certificates and authorizations the absence of which would not have
  a material adverse effect on the Company.

(r)
  The financial statements for the
  Company and its Predecessor Company as of and for the 3 years ending December
  31st, 2004 have been prepared in accordance with generally accepted
  accounting principles and fairly present the financial position of the Company
  and its member as of and for the periods presented.

(s)
  No distributions to members of the
  Company have been paid or authorized or will be declared, paid or authorized
  after the date hereof and up to the Closing Date.

(t)
  Except as noted on Disclosure Schedule
  2.1(t), the Company is not now a party to nor will it be at the Closing Date
  a party to any material contracts which cannot be cancelled in fewer than 90
  days other than contracts in the ordinary course of business. To the knowledge
  of the Seller, the other parties to such material contracts are not in default
  under said contracts.

(u)
  In making the representations in this Section 2.1, the Seller has not knowingly
  made untrue statements or knowingly omitted any material fact.

The representations and warranties contained in this Section 2.1 shall survive the Closing.

ARTICLE 3REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT

3.1 Representations
  and Warranties of Purchaser and Parent. Each of the Purchaser and Parent
  acknowledges and confirms that the Seller is relying upon its representations
  and warranties in connection with the sale by the Seller of the Membership Interest.
  The Purchaser and Parent each represents and warrants to the Seller as of the
  date of this Agreement as follows:

(a)
  Organization of Purchaser. Purchaser and Parent are corporations, validly
  existing and in good standing under the laws of the jurisdiction of their respective
  organizations.

(b)
  Authorization of Transaction. Each of Purchaser and Parent has full power
  and authority to execute and deliver this Agreement and to perform its obligations
  hereunder. Without limiting the generality of the foregoing, to the extent required
  by law or under the governing documents of Parent and Purchaser, the boards
  of directors of Parent and Purchaser have duly authorized the execution, delivery
  and performance of this Agreement by Purchaser and Parent and no further action
  is required to be taken by the shareholders of Parent or Purchaser to authorize
  the execution, delivery or performance of this Agreement. This Agreement constitutes
  the valid and legally binding obligation of Parent and Purchaser, enforceable
  in accordance with its terms.

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(c)
  Capitalization.

(i)
  The authorized capital stock of Parent, together with Options, consists of those
  amounts as noted in all of the Parent’s filings with the SEC and with
  its Transfer Agent, Transfer On Line. At the request of the Seller, the Parent
  will provide a summary of outstanding shares and options of the Parent.

(d)
  Noncontravention. Neither the execution and the delivery of this Agreement,
  nor the consummation of the transactions contemplated hereby will (i) violate
  any constitution, statute, regulation, rule, injunction, judgment, order, decree,
  ruling, charge or other restriction of any government, governmental agency or
  court to which Purchaser or Parent is subject or any provision of their respective
  charter or bylaws or (ii) conflict with, result in a breach of, constitute a
  default under, result in the acceleration of, create in any party the right
  to accelerate, terminate, modify, or cancel, or require any consent or notice
  under any agreement, contract, lease, license, instrument or other arrangement
  to which Purchaser or Parent is a party or by which either of them is bound
  or to which the assets of either of them are subject. Neither Purchaser nor
  Parent needs to give any notice to, make any filing with, or obtain any authorization,
  consent, or approval of, any government or governmental agency in order for
  the parties to consummate the transactions contemplated by this Agreement.

(e)
  Securities Filings.

(i)
  Parent has filed all reports and schedules required to be filed with the Securities
  and Exchange Commission during the 12 months immediately preceding the date
  of this Agreement pursuant to the Securities Exchange Act of 1934, as amended
  (the “Exchange Act”), and the regulations thereunder (collectively
  the “SEC Reports”). As of their respective dates, none of the SEC
  Reports (including all schedules thereto and documents incorporated by reference
  therein), contained any untrue statement of a material fact or omitted a material
  fact required to be stated therein or necessary to make the statements therein,
  in light of the circumstances under which they were made, not misleading. Each
  of the SEC Reports and each registration statement filed under the Securities
  Act (“Registration Statements”) at the time of filing or as of the
  date of the last amendment thereof, if amended after filing, complied in all
  material respects with the Exchange Act or the Securities Act, as applicable.

(ii)
  The consolidated financial statements (including, in each case, any related
  notes thereto) contained in the SEC Reports (i) complied with applicable accounting
  requirements and the published regulations with respect thereto, (ii) were prepared
  in accordance with GAAP (except in the case of interim balance sheets, as permitted
  by Regulation S-X promulgated by the SEC) applied on a consistent basis throughout
  the periods involved (except as may be expressly described in the notes thereto)
  and (iii) fairly present the consolidated financial position of the Parent at
  the respective dates thereof and the consolidated results of its operations
  and cash flows for the periods indicated.

(f)
  Absence of Certain Changes or Events.

(i)
  Except to the extent disclosed in the SEC Reports, since December 31, 2003,
  there has not occurred a material adverse change in respect of Parent.

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(ii)
  Neither Parent nor Purchaser is in default under any material agreement to which
  it is a party or to which its assets are subject, and no event has occurred
  or circumstances exists which, with the giving of notice or the passage of time
  or both, would constitute such a default.

(g)
  Absence of Litigation. Except as set forth in the SEC Reports, there
  is no litigation pending, or to the knowledge of Parent’s Chief Executive
  Officer, after reasonable investigation, threatened against Parent that could
  result in a material adverse change with respect to Parent. Parent is not subject
  to any outstanding claim or order other than as set forth in the SEC Reports,
  which, individually or in the aggregate could result in a material adverse change
  in respect of Parent. Parent has made available to Seller all written correspondence
  from the Securities and Exchange Commission received during the twelve months
  immediately preceding the date of this Agreement and all written correspondence
  from Nasdaq or any exchange or trading system on which Parent common stock is
  listed, traded or quoted closing conditions.

(h)
  Investment Representation; Accredited Investor. Purchaser is acquiring
  the Membership Interest for its own account for purposes of investment and not
  with a view to the distribution thereof or dividing all or any part of its interest
  therein with any other person or entity. Purchaser acknowledges that the sale
  of the Membership Interest has not been registered under applicable laws (including
  the Securities Act, any state, local or foreign securities laws) and that such
  shares may not be transferred without registration under, pursuant to an exemption
  from or in a transaction not subject to, all applicable law. Purchaser acknowledges
  that the Membership Interest, if certificated, will bear a restrictive legend
  and that such certificated interest may only be transferred following the removal
  of such legend by Purchaser. Purchaser is an “accredited investor”
  as that term is defined in Rule 501(a) of Regulation D promulgated under the
  Securities Act. Purchaser had the opportunity to discuss Seller’s business,
  management and financial affairs with Seller and its management team. Purchaser
  has such knowledge and experience in financial and business matters, or has
  been adequately advised by financial representatives, that Purchaser is capable
  of evaluating the merits and risks of the Membership Interest.

ARTICLE 4 
  CLOSING CONDITIONS

4.1 Conditions
  Precedent of Purchaser’s and Parent’s Obligation to Close. The
  obligation of the Purchaser to consummate the transaction contemplated by this
  Agreement is subject to the following conditions precedent:

(a)
  the representations and warranties of the Seller, set forth in Section 2.1 shall
  be true, complete and correct as at the Closing Date;

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(b)
  the Seller shall have made available
  to the Purchaser all books, accounts, records and other financial and accounting
  information relating to the Company and the Predecessor Company in order to
  enable the Purchaser to audit the same. These Statements shall be acceptable
  to the Purchaser in its sole discretion, failing which this agreement is void,
  ab initio;

(c)
  the Seller shall have made available to counsel for the Purchaser all charter
  documents, other organizational records and all documents of title and related
  records of the Company in order to enable such counsel to make an examination
  of same;

(d)
  all necessary legal and contractual
  steps and proceedings to be taken by the Seller shall have been taken to permit
  the sale of the Membership Interest;

(e)
  the Seller shall have furnished the
  Purchaser with evidence that the Company holds all valid licenses and permits
  as may be requisite for the carrying on of the business of the Company in the
  manner in which it is now carried on and that the Company owns or uses by valid
  license such trademarks, trade names, formulae, processes, patents or other
  intellectual property rights as are now used by the Company in the carrying
  on of its business;

(f)
  Seller shall have delivered to Purchaser
  a certificate to the effect that each of the conditions specified in this Section
  4.1 has been satisfied in all respects;

(g)
  each of the following documents shall
  be duly executed and delivered by Seller to Purchaser:

(i)
  the Company’s membership certificate
  for the Membership Interest.

4.2 Conditions
  Precedent of Seller’s Obligation to Close. The obligation of the Seller
  to consummate the transaction contemplated by this Agreement is subject to the
  following conditions precedent:

(a)
  the representations and warranties set forth in Section 3.1 shall be true and
  correct in all respects as of the Closing as if given on that date;

(b)
  there shall not have occurred a material
  adverse change with respect to the Parent since September 30, 2004;

(c)
  Purchaser and Parent shall have performed
  and complied with all covenants through the Closing Date;

(d)
  no action, suit or proceeding shall
  be pending or threatened before any court or administrative agency that (i)
  would prevent the consummation of any of the transactions contemplated by this
  Agreement, (ii) questions the issuance by Parent of the Delivered Parent Shares,
  or (iii) cause any of such transactions to be reversed or disregarded following
  consummation;

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(e)
  Purchaser shall have delivered to
  Seller a certificate to the effect that each of the conditions specified in
  this Section 4.2 have been satisfied in all respects;

(f)
  each of the following agreements
  shall have been executed and delivered by Purchaser or Parent, as the case may
  be, to Seller:

(i)
        the Note;

(ii)
       the Security Agreement;

(iii)
       the Guaranty;

(g)
  Seller shall have received an opinion of counsel from Parent and Purchaser in
  the Form attached hereto as Exhibit D.

ARTICLE 5 
  TERMINATION

5.1 Termination
  of Agreement. The parties may terminate this Agreement as provided below
  any time prior to Closing:

(a)
  Purchaser and Seller may terminate
  this Agreement by mutual written agreement;

(b)
  Purchaser may terminate this Agreement
  if Seller has materially breached any of its covenants contained in this Agreement
  and has not cured the breach within thirty (30) days following notice thereof
  by Purchaser;

(c)
  Seller may terminate this Agreement
  if Purchaser has materially breached any of its covenants contained in this
  Agreement and has not cured the breach within thirty (30) days following notice
  thereof given by Purchaser; and

(d)
  by Purchaser or Seller if the Closing
  has not occurred on or before April 30th, 2005; provided, however,
  that a party shall have no right to terminate if the terminating party’s
  failure to perform an obligation under this Agreement is the reason for the
  non-closing.

(e)
  by Purchaser, in the event it has
  not waived the Purchaser’s Conditions Precedent as contained in Article
  4.1 above.

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ARTICLE 6
  INDEMNITY

6.1 Indemnity
  by Seller. To induce Purchaser and Seller to enter into this Agreement and
  to consummate the transactions contemplated thereby, Seller agrees that, subject
  to the limitations set forth in Section 6.3, from and after the Closing Date,
  Seller shall indemnify and hold Purchaser harmless from and against, and agree
  to promptly defend Purchaser from and reimburse Purchaser for, any and all losses,
  damages, costs, expenses, liabilities, obligations and claims of any kind (including,
  without limitation, reasonable attorneys’ fees and other reasonable legal
  costs and expenses, including without limitation, those incurred in connection
  with any suit, action or other proceeding) (“Losses”) which
  Purchaser may at any time, subject to the terms of Section 6.3 hereof, suffer
  or incur, or become subject to, as a result of or in connection with:

(a)
  Any inaccuracy in or breach of any
  representation and warranty made by Seller in this Agreement or in any closing
  document delivered to Purchaser in connection with this Agreement; and

(b)
  Any breach by Seller of, or failure
  by Seller to comply with, any of its covenants or obligations under this Agreement
  (including, without limitation, its obligations under this Article 6).

6.2 Indemnity
  by Purchaser. From and after the Closing Date, Purchaser shall indemnify
  and hold Seller harmless from and against, and agrees to promptly defend Seller
  from and reimburse it for, any and all Losses Seller may at any time suffer
  or incur, or become subject to, as a result of or in connection with:

(a)
  Any inaccuracy in or breach of any
  representation and warranty made by Purchaser in this Agreement or in any closing
  document delivered to Seller in connection with this Agreement; and

(b)
  Any breach by Purchaser of, or failure
  by Purchaser to comply with, any of its covenants or obligations under this
  Agreement (including, without limitation, its obligations under this Article
  6).

6.3 Provisions
  Regarding Indemnities.

(a)
  Insurance Recoveries. The amounts for which an indemnifying party shall
  be liable under Sections 6.1 and 6.2 of this Agreement shall be net of any insurance
  proceeds actually received by the indemnified party in connection with the facts
  giving rise to the right of indemnification.

(b)
  Termination of Rights to Indemnity. The right of the Purchasers to receive
  indemnity as provided in Section 6.1 shall expire on the date that is 12 months
  after the Closing Date, except as to any claim for indemnity that has been described
  in a notice delivered to the other party pursuant to Section 6.4 of this Agreement
  prior to such time. The right of the Seller to receive Indemnity as provided
  in Section 6.2 shall expire on the date of the last payment made in full satisfaction
  of the Note.

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(c)
  Rights on Termination. The termination under Section 6.3(b) of the rights
  of an indemnified party to receive indemnity shall not affect that person’s
  right to prosecute to conclusion any claim made by that person in accordance
  with this Agreement prior to the time that the relevant right of indemnity terminates.

(d)
  Limitations on Liability of Seller. The liability of Seller under Section
  6.1 of this Agreement shall be without deduction or limitation, except that
  such liability shall be only to a maximum amount of $1.5 million and may
  be payable in the form of the Promissory Note. Seller may, at Seller’s
  discretion, offset any amount that Seller may owe to Purchaser, if any, as indemnity
  pursuant to this Article 6, against amounts owed by Purchaser to Seller under
  the Note.

6.4 Indemnification
  Procedure.

(a)
  Notice. If an indemnified party shall claim to have suffered a Loss for
  which indemnification is available under Section 6.1 or 6.2, as the case may
  be, the indemnified party shall notify the indemnifying party in writing of
  such claim, which notice shall describe the nature of such claim, the facts
  and circumstances that give rise to such claim and the amount of such claim
  if reasonably ascertainable at the time such claim is made. In the event that
  within 45 days after the receipt by the indemnifying party of such a written
  notice from the indemnified party, the indemnified party shall not have received
  from the indemnifying party a written objection to such claim, such claim shall
  be conclusively presumed and considered to have been assented to and approved
  by the indemnifying party following receipt by the indemnifying party (and,
  in the case of a claim by Purchaser, the escrow agent) of a written notice from
  the indemnified party to such effect.

(b)
  Resolution. If within the 45 day period described in paragraph (a) above
  the indemnified party shall have received from the indemnifying party a notice
  setting forth the indemnifying party’s objections to such claim and the
  indemnifying party’s reasons for such objection, then the parties shall
  follow the procedures set forth in Section 6.5 below with respect to the resolution
  of such matter.

(c)
  Third-Party Claims.

(i)
  Any indemnified party seeking indemnification pursuant to this Article 6 in
  respect of any third-party claim shall give the indemnifying party from whom
  indemnification with respect to such claim is sought (A) prompt (but in any
  event no later than 45 days after such indemnified party has received notice
  of such third party claim) written notice of such third-party claim and (B)
  copies of all documents and information provided by the third party to the indemnified
  party in connection with such claim. The failure of the indemnified party to
  so notify or provide copies to the indemnifying party shall not relieve the
  indemnifying party from any liability to the indemnified party for any liability
  hereunder except to the extent that such failure shall have prejudiced the defense
  of such third-party claim.

(ii)
  The indemnifying party shall have the right to participate in the defense of
  such claim and at its option to assume the defense thereof using counsel reasonably
  acceptable to the indemnified party. After notice from the indemnifying party
  to the

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indemnified party of its election to assume the defense of such claim, the indemnified party may continue to participate in the defense of such claim, but, except as set forth in subsection (iii) below, the indemnifying party shall not be liable to
the indemnified party under this Article 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense of such claim, other than reasonable costs of investigation. If, following its assumption of the
defense of a claim pursuant to this Section 6.4(c), the indemnifying party believes that the claim is not indemnifiable pursuant to Section 6.1 or Section 6.2, the indemnifying party shall promptly tender back to the indemnified party the defense of
such claim. If the indemnifying party fails to assume or, if assumed, tenders back the defense of a claim pursuant to this Section 6.4(c) and thereafter concludes that it wishes to defend the claim, it shall be entitled to do so upon notice to the
indemnified party of its decision; provided, however, that any such subsequent assumption of defense pursuant to this sentence shall constitute an admission by the indemnifying party that the claim is indemnifiable pursuant to Section 6.1 or Section
6.2.

(iii)
  Notwithstanding the foregoing, if: (A) the employment thereof is authorized
  by the indemnifying party in writing; (B) the indemnified party shall have been
  advised by such counsel that there may be one or more legal defenses available
  to it which are different from or in addition to those available to the indemnifying
  party and in the reasonable judgment of such counsel it is advisable for the
  indemnified party to employ such counsel; or (C) the indemnifying party has
  failed to assume defense of such claim within 45 days after it receives written
  notice of such claim or to employ counsel reasonably satisfactory to the indemnified
  party; the indemnified party may notify the indemnifying party in writing that
  it elects to employ separate counsel (which counsel shall be reasonably acceptable
  to the indemnifying party) at the expense of the indemnifying party and the
  indemnifying party shall not have the right to assume the defense of such claim,
  except as provided for by the last sentence of Section 6.4(c)(ii) . The indemnifying
  party shall not, in connection with one claim or substantially similar claims
  in the same jurisdiction arising out of the same or substantially similar facts,
  be liable for the reasonable fees and expenses of more than one firm of attorneys,
  which firm shall be designated in writing by the indemnified party. Nothing
  contained in this Section 6.4(c) shall in any way restrict the indemnified party’s
  ability to defend a claim and, if such claim is otherwise indemnifiable pursuant
  to the provisions of this Article 6, to recover all costs associated with such
  defense while the indemnifying party is considering whether to assume the defense
  of a claim tendered to it.

(iv)
  Each indemnifying party and indemnified party shall use commercially reasonable
  efforts to cooperate with the other in the defense of such claim. The indemnifying
  party shall not be liable for the settlement of any claim affected without its
  written consent, which consent shall not be unreasonably withheld. No such claim
  shall be settled by the indemnifying party without the prior written consent
  of the indemnified party. If a firm, written, bona fide offer is made by the
  third party to settle or resolve any third party claim and the indemnifying
  party proposes to accept such settlement and the indemnified party refuses to
  consent to such settlement, then: (A) the indemnifying party shall be excused
  from, and the indemnified party shall be solely responsible for all further
  defense of, such claim; (B) the maximum liability of the indemnifying party
  relating to such claim shall be the amount of the proposed settlement if the
  amount thereafter recovered from the indemnified party is greater than the amount
  of the proposed settlement; and (C) the indemnified party shall pay all

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attorneys’ fees and legal costs and expenses incurred after the rejection of such settlement, but if the amount thereafter recovered by the third party from the indemnified party is less than the amount of the proposed settlement, the
indemnified party shall also be entitled to reimbursement for such fees and costs up to a maximum equal to the difference between the amount recovered by such third party and the amount of the proposed settlement.

6.5 Dispute
  Resolution Process. If a dispute concerning the interpretation of this Agreement
  or an alleged breach of this Agreement arises, the parties shall follow the
  procedures specified below to resolve the dispute.

(a)
  Negotiations. The parties shall promptly attempt to resolve any dispute
  by negotiations between Purchaser and Seller, as appropriate.

(b)
  Submission to Adjudication. If a dispute is not resolved by negotiation
  pursuant to Section 6.5(a) of this Agreement within 30 calendar days after initiation
  of the negotiation process pursuant to Section 6.5(a) of this Agreement, such
  dispute and any other claims arising out of or relating to this Agreement may
  be heard, adjudicated and determined in an action or proceeding filed in any
  state court in Maricopa County, Arizona or any federal court in the District
  of Arizona.

(c)
  General Provisions Regarding Dispute Resolution.

(i)
  Provisional Remedies. At any time during the procedures specified in
  Sections 6.5(a) of this Agreement, a party may seek a preliminary injunction
  or other provisional judicial relief if in its judgment such action is necessary
  to avoid irreparable damage or to preserve the status quo. Despite such action,
  the parties will continue to participate in good faith in the procedures specified
  in this Section 6.5.

(ii)Tolling
  Statutes of Limitations. All applicable statutes of limitation and defenses
  based upon the passage of time shall be tolled while the procedures specified
  in this Section 6.5 are pending. The parties will take such action, if any,
  as is required to effectuate such tolling.

(iii)Performance
  to Continue. Each party is required to continue to perform its obligations
  under this Agreement pending final resolution of any dispute.

(iv)
  Except in the case of fraud, or where a party may be entitled to injunctive
  relief or other equitable remedies, after the Closing, the indemnification provided
  in this Article 6 will constitute the exclusive remedy of the parties and each
  of their respective directors, officers, employees, agents and assigns from
  and against any and all Losses asserted against, resulting to, imposed upon
  or incurred or suffered by, any of them, directly or indirectly, as a result
  of, or based upon or arising from the breach of any representation or warranty
  or the nonfulfillment of any agreement or covenant in or pursuant to this Agreement
  or any other agreement, document, or instrument required hereunder.

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ARTICLE 7POST-CLOSING COVENANTS AND MISCELLANEOUS

7.1 Distributions.
  Purchaser agrees that so long as any amount is due and payable under the Promissory
  Note, 50% of any distributions or dividends of the Company to Purchaser will
  be paid to Seller in satisfaction of Purchaser’s obligations under the
  Promissory Note, however, in the first year of the Promissory Note 70% of any
  distributions of the Company distributable to Purchaser will be paid to Seller
  in satisfaction of Purchaser’s obligations under the Promissory Note.
  Notwithstanding the foregoing, the Purchaser agrees that it shall pay to the
  Seller a minimum amount of Ten Thousand ($10,000) Dollars per month toward
  the Note, regardless of the amount of distribution or dividending (or lack thereof)
  to the Purchaser in any given month. The parties hereto agree to distribute,
  as dividends, a minimum of 75% of the net profits of the Company, on a monthly
  basis, unless otherwise mutually agreed.

7.2 Further
  Assurances. The parties hereto and each of them do hereby covenant and agree
  to do such things and execute such further documents, agreements and assurances
  as may be necessary or advisable from time to time in order to carry out the
  terms and conditions of this Agreement in accordance with their true intent.

7.3 Entire
  Agreement. This Agreement constitutes the entire agreements between the
  parties hereto relating to the subject matter hereof and supersedes all prior
  and contemporaneous agreements, understandings, negotiations and discussions,
  whether oral or written, of the parties and there are no warranties, representations
  or other agreements among the parties in connection with the subject matter
  hereof except as specifically set forth herein.

7.4 Amendments.
  This Agreement may be altered or amended in any of its provisions when any such
  changes are reduced to writing and signed by the parties hereto.

7.5 No
  Waiver. No consent or waiver, express or implied, by either party to or
  of any breach or default by the other party in the performance by the other
  party of its obligations hereunder shall be deemed or construed to be a consent
  or waiver to or of any other breach or default in the performance of obligations
  hereunder by such party hereunder. Failure on the part of either party to complain
  of any act or failure to act of the other part or to declare the other party
  in default, irrespective of how long such failure continues, shall not constitute
  a waiver by such party of its rights hereunder.

7.6 Notices.
  All notices, requests, demands, claims and other communications hereunder will
  be in writing. Any notice, request, demand, claim or other communication hereunder
  shall be deemed duly given if (and then two business days after) it is sent
  by registered or certified mail, return receipt requested, postage prepaid,
  and addressed to the intended recipient as set forth below:

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| | If to Seller:    | Jeff & Constance Rebarcek.          
| | ---------------- | ------------------------------------
| |                  |                                     
| |                  |                                     
| |                  | Attn: Jeffrey and Constance Rebarcak
| |                  | Telephone: (___) ____- _____        
| |                  | Fax: (___) ____- _____              
| | Copy to:         |                                     
| |                  | Quarles & Brady Streich Lang LLP    
| |                  | One Renaissance Square              
| |                  | Two North Central Avenue            
| |                  | Phoenix, AZ 85004                   
| |                  | Attn: Roger Morris                  
| |                  | Telephone: 602-229-5269             
| |                  | Fax: 602-420-5001                   
| |                  |                                     
| | If to Purchaser: | Diagnostic USA, Inc.                
| |                  | #207, 5005 Elbow Drive S.W.         
| |                  | Attn: Michael Gelmon                
| |                  | Telephone: (403) 287- 8803          
| |                  | Fax: (403) 287-8804                 

Any party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address
to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

7.7 Time
  of Essence. Time shall be of the essence of this Agreement and of every
  part hereof.

7.8 Headings.
  The headings in this Agreement have been inserted for reference and as a matter
  of convenience only and in no way define, limit or enlarge the scope or meaning
  of this Agreement or any provisions hereof.

7.9 Singular,
  Plural and Gender. Wherever the singular, plural, masculine, feminine or
  neuter is used throughout this Agreement the same shall be construed as meaning
  the singular, plural, masculine, feminine, neuter, body politic or body corporate
  where the fact or context so requires and the provisions hereof and all covenants
  herein shall be construed to be joint and several when applicable to more than
  one party.

7.10Assignment.
  This Agreement shall inure to the benefit of and be binding upon the parties
  hereto and their respective heirs, executors, administrators, successors and
  assigns. However, this Agreement is not assignable without the written consent
  of all parties.

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7.11Counterpart
  Execution. This Agreement may be executed in several counterparts each of
  which when so executed shall be deemed to be an original, and such counterparts
  shall constitute one and the same instrument and notwithstanding the date of
  execution shall be deemed to bear date as of the date of this Agreement. This
  Agreement shall be considered properly executed by any party if executed and
  transmitted by facsimile to the other parties.

7.12Governing
  Law. This Agreement shall be governed by and construed in accordance with
  the domestic laws of the State of Arizona without giving effect to any choice
  or conflict of law provision or rule (whether of the State of Arizona or any
  other jurisdiction) that would cause the application of the laws of any jurisdiction
  other than the State of Arizona.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN
  WITNESS WHEREOF the corporate parties have hereunto affixed their corporate
  seals duly attested to by the hands of their properly authorized officers in
  that behalf and the individual parties have executed this Agreement all on the
  day and year first above written.

|        |  |      | DIAGNOSTIC USA, INC.
|------- |  | ---- | --------------------
|        |  |      |                     
|        |  |      |                     
|        |  | By:  |                     
|        |  | Its: |                     
|        |  |      |                     
|        |  |      | BANYAN CORPORATION  
|        |  |      |                     
|        |  |      |                     
|        |  | By:  |                     
|        |  | Its: |                     
|        |  |      |                     
|        |  |      |                     
|        |  |      | JEFF REBARCEK       
|        |  |      |                     
|        |  |      |                     
|        |  |      |                     
|Witness |  |      |                     
|        |  |      |                     
|        |  |      | CONSTANCE REBARCEK  
|        |  |      |                     
|        |  |      |                     
|        |  |      |                     
|Witness |  |      |                     

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