Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corp. - Exhibit 10.39







	 ROBERT B.
      SCHULTZ  
	 Attorney at law  
	SCHULTZ AND ASSOCIATES 	  Licensed to Practice in 	Tel. (303) 456 5565 
	9710 W. 82nd Ave. 	CO, NY and CA 	Fax (303) 456 5575 
	Arvada, CO 80005 		rbschultz@comcast.net 
	  	  	  
	 December 18, 2007 




	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 


Dear Mr. Gelmon:

     You have asked me to provide
legal consulting services to Banyan Corporation (“your” or the “Company“) in
connection with certain litigation matters, in particular, the arbitration
proceedings involving Messrs. Hand, Golden and Goodzich and such other matters
as you may request from time to time. To avoid misunderstandings, I have
prepared this summary of our agreement for your approval.

     You agree to pay hourly fees for
legal consulting services rendered at my prevailing rate per hour expended on
your behalf. Upon signing of this agreement, a fee of 10,000,000 shares of the
your Common Stock, no par value (the “Shares”), having an anticipated resale
price of $.0021 per share, shall become due and payable. This fee includes a
reasonable retainer for services to be rendered. 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. The Company will bear the costs of the
registration and issuance of the Shares.

     From time to time, the Shares
and/or the proceeds from the sale of the Shares shall be applied from trust to
the balance due for professional fees and disbursements, including the balance
due for professional fees and disbursements incurred prior to the date hereof.
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 from the
Shares do not exceed the balance due for professional fees and disbursements the
difference shall remain outstanding.

     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 





	Mr. Cory Gelmon 
	Banyan Corporation 
	December 18, 2007 
	Page 2 


advanced on your behalf. In some instances, costs may be billed
directly to you or requested in advance and not advanced by me.

     I will render periodic statements
reflecting the balance due for professional fees and disbursements, the proceeds
from the sale of the Shares, and the balance due, if any. The balance due shall
be payable upon receipt of the statement. Unpaid balances hereunder shall bear
interest at the rate of 12% per annum simple interest.

     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 remit the
credit balance (Shares or cash), if any, in your account.

     The terms of this agreement are
effective from the date I first rendered services to Banyan.

     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, 
	 	 
	 	 
	 	Robert B. Schultz, Esq. 


Agreed to and accepted this 18th day of
December 2007.

	 	BANYAN CORPORATION 
	 	  
	 	  
	 	  
	 	Cory Gelmon, President and Chief Financial
  
	 	           
             Officer