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Exhibit 10.4

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:

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 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:



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

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