Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corp. - Exhibit 10.38







	Noel E. Guardi,
      Attorney at Law 
	99 ROCKY RIDGEROAD, P.O. BOX 381
      
	PINECLIFFFE, CO 80471
    
	TELEPHONE 303-969-8886
    
	FAX: 303-969-8887

	SECLAWYER@IONSKY.COM
  
	  
	  
	November 28, 2007 



	Mr. Michael Gelmon, Chief Executive Officer 
	Mr. Cory Gelmon, President and Chief Financial Officer
  
	Banyan Corporation 
	Suite 207, 5005 Elbow Drive S.W. 
	Calgary, Alberta, Canada T2S 2T6 



	Re: 	Legal Service Agreement for 2008



Dear Messrs. Gelmon:

     You have asked me to provide
legal consulting services to Banyan Corporation (the “Company“) and to represent
it in connection with, certain securities and corporate matters, including, but
not limited to compliance with the periodic reporting and beneficial ownership
reporting requirements of the federal securities laws and the United States
Securities Exchange Commission as appropriate, and such other matters as you may
request from time to time, during the 2008 calendar year.

     You have asked me to propose an
arrangement under which I would function as a virtual in-house counsel for
purposes of compliance requirements and related matters with fees pursuant to a
payment schedule. I have prepared this summary of our agreement for your
approval.

     The schedule attached hereto sets
forth the Company’s requirements for the 2008 calendar year. Professional
services necessary to complete these items are included in the fees described
below. By my estimate, the matters within these requirements will take
approximately 200 hours to complete. Fees for legal consulting services for such
matters are $48,000 at $240.00 per hour, a discount of 20% from my prevailing
rate, for all matters on the schedule. For matters on the schedule there will be
no charges for the assistance of non-legal professional staff.

     A payment of $21,000 will be due
and payable on January 1, 2008 to be applied to the Company’s requirements for
services rendered during the first quarter of 2008, including the Form 10-KSB
and beneficial ownership reports on Form 5 that are due in the first quarter.
One third of the $27,000 balance, or $9,000, shall be due and payable on the
first day of April, July and October.

     I propose to reduce the cash
portion of fees for matters on the schedule and accept compensation in the form
of shares of Common Stock (the “Shares”) in an amount to be determined upon the
sale of Shares. The Shares are due and payable on January 1, 2008.





	Legal Service Agreement 
	Banyan Corporation 
	November 28, 2007 
	Page 2 


The Company shall file promptly a Registration Statement on
Form S-8 with the United States Securities Exchange Commission to cover the
resale of the Shares to the public. Promptly after the effective date of said
registration statement, the Shares will be delivered without restrictive legend
as designated. I will bear the cost of issuance and registration of the Shares.
The number of Shares will be determined by dividing the fees by the anticipated
sale price of the shares determined with reference to the closing market price
of the shares at the close of trading on the date preceding the effective
date.

     From time to time, the Shares
and/or the proceeds therefrom shall be applied from trust to the balance due for
professional fees and disbursements. To the extent the Shares and the proceeds
from the Shares exceed the balance due for professional fees and disbursements,
such excess shall be held in trust for the benefit of the Company. To the extent
the Shares and the proceeds therefrom do not exceed the balance due for
professional fees and disbursements the difference shall remain outstanding.

     As of the date hereof, I hold in trust
for the benefit of the Company $21,803.86.

     Not included in the scope of the work
covered by the foregoing fee schedule are:

     1. Registration statements (To be
billed at not more than 1.0% of the gross offering proceeds subject to a $4,000
minimum, $30,000 maximum).

     2. Securities purchase agreements
and loan agreements requiring a formal legal opinion to be issued to the
investor or lender. (To be billed at not more than 0.5% of the gross offering
proceeds subject to a $2,000 minimum, $15,000 maximum).

     3. Proxy statement and annual
meeting documents and attendance (Hourly basis subject to a maximum of
$8,000).

     4. Merger and acquisition negotiation
and document drafting.

     5. Rule 144 opinions on behalf of
sellers.

     6. Franchise work.

     7. Human resources matters.

     8. Litigation and legal proceedings of
any kind.

     For the foregoing matters not
included in the scope of the fixed fees and payment plan, and except as set
forth above, you agree to pay hourly fees for legal consulting services rendered
and the assistance of non-legal professional staff at the rates of two hundred
dollars ($240.00) and forty eight dollars ($48.00), respectively, per hour
expended on your behalf, to be billed in arrears.





	Legal Service Agreement 
	Banyan Corporation 
	November 28, 2007 
	Page 3 


     Any advances paid hereunder will
be held in a trust account for your benefit and applied to hourly fees and
disbursements, as set forth below, as they are incurred. 

     You also agree to pay for
disbursements. Disbursements include, among other things, delivery and
airfreight charges, postage, photocopying costs, court costs, computer research
time, long distance telephone charges, and other costs and expenses advanced on
your behalf. In some instances, costs may be billed directly to you or requested
in advance and not advanced by me.

     I agree that my fees shall be
reasonable, and that any transaction in which I acquire an interest in the
Company and the terms thereof shall be fair and reasonable to the Company. It is
possible that the compensation I may realize from the sale of the Company’s
stock issued thereunder may be materially greater or less than if I were
compensated in cash solely at an hourly rate.

     I will render periodic statements
to you reflecting the balance due for professional fees and disbursements from
time to time. The balance due shall be payable upon receipt of the
statement.

     In offering to represent the
Company on the basis set forth above, I reasonably believe that my
representation will not be materially limited by my own interests, in
particular, my interest in the price of the Company’s stock and the possible
effect thereon of the course or outcome of matters in which I represent the
Company.

     The use of independent counsel may be
advisable in entering 

     Into this legal service agreement and
in connection with the issuance of shares hereunder. You have a reasonable
opportunity to seek the advice of such independent counsel and have consented to
my representation thereafter.

     I agree to represent the Company
zealously and with undivided loyalty at all times. I do not, and will not,
represent, in any matter involving the Company, any individual director,
officer, employee or shareholder of the Company.

     I agree to use my best efforts to
perform all services required in connection with my engagement in a
professional, competent and timely manner. You acknowledge that such performance
depends, in part, upon the prompt receipt of documentation, information,
authorizations and instructions from you, your prompt review and execution of
documents, and your cooperation in general.

     You may terminate my engagement
at any time for any reason. I may terminate the engagement by notifying you in
writing if you fail to pay as agreed or do not cooperate with me or for any
other just reason. In the event of termination of this agreement, I will
promptly remit a statement indicating the then current balance due or 





	Legal Service Agreement 
	Banyan Corporation 
	November 28, 2007 
	Page 4 


remit the credit balance, if any, in your account.

     I appreciate your confidence and
look forward to working with you. If the foregoing correctly sets forth our
understanding, please sign and return the enclosed copy of this letter.

	 	Very truly yours, 
	 	 /s/ Noel Guardi
	 	Noel Guardi,
Esq


Agreed to and accepted this 5th day of December 2007.

	 	BANYAN CORPORATION 
	 	 
	 	/s/ Michael Gelmon
	 	Michael Gelmon, Chief Executive Officer 
	 	 
	 	/s/ Cory Gelmon
	 	Cory Gelmon, President and 
	 	Chief Financial Officer