Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corp. - Exhibit 10.18






Noel E. Guardi, Attorney at Law

   99 ROCKY RIDGE ROAD, P.O. BOX 381

  PINECLIFFE, COLOADO 80471

  TELEPHONE: 303-969-8886

  FAX:303-969-8887

  seclawyer@ionsky.com

November 30, 2005

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

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 revision and review of financing documents and issuing legal
opinions in connection with financings, compliance with the securities
registration, periodic reporting, proxy solicitation and beneficial ownership
reporting requirements of the federal securities laws and the United States
Securities Exchange Commission as appropriate, and such other matters as your
may request from time to time.

     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 thirteen months from December 1, 2005
through December 31, 2006. The schedule assumes that there will be no annual
meeting to elect directors. Professional services necessary to complete these
items are included in the fees described below.

     By my estimate, the matters within
  these requirements will require approximately 500 hours to complete based on
  the 750 hours expended last year less the time expended last year on non-recurring
  matters such as the proxy statement and annual meeting, the Yost claims, and
  stock, notes and options issued prior to my engagement, and time savings due
  to other economies. Fees for legal consulting services for such matters are
  $90,000 at $180.00 per hour, a discount of 10% from my prevailing rate, split
  $45,000 as a fixed fee for any securities placement and related registration
  statement (a $2,000 discount from last year), and $45,000 as a fixed fee for
  all other matters on the schedule (about the same as the actual cost of these
  items last year over a shorter 12 month period).




 Messrs. Michael and Cory Gelmon 

  Banyan Corporation

  November 30, 2005

  Page 2

     For matters on the schedule there
  will be no charges for the assistance of non-legal professional staff.

     I propose to reduce the cash portion
  of fees for matters on the schedule and accept approximately 25% of compensation
  in the form of securities. This equates to fees of $72,000, divided into $36,000
  as a fixed fee for any securities placement including any registration statement,
  and $36,000 as a fixed fee for all of the matters on the schedule. The quarterly
  retainer, to be treated as an earned retainer, will be $9,000 payable in advance
  each quarter, with the first quarter (through 3/31/06) due on closing of any
  securities placement from the proceeds thereof. In addition, $12,000 for any
  securities placement work (review, opinion, schedules and minutes) and $12,000
  in advance for any registration statement will also be due on closing of any
  securities placement from the proceeds thereof. The total remittance for fees
  due upon closing of any securities placement is $33,000. The balance of $12,000
  for any registration statement will be due on the effective date.

     In addition, the Company will issue
  and deliver as an earned retainer, upon signing of this agreement, 3,000,000
  shares valued at $.006 per share as of the date hereof. The shares will be issued
  effective immediately. You agree to register for sale the shares at my expense
  on Form S-8 as soon as practicable. Proceeds from the sale of the shares in
  excess of $18,000 will be credited to the Company’s account and applied
  to the balances due for services rendered hereunder, first to any charges outstanding
  through November 30, then to the first and subsequent quarterly retainer amounts,
  then to costs and disbursements, and then to any other amounts due hereunder.

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

	
         
	
      1. 
	
      Registration statements other than any registration
      statement in connection with any securities placement. 


	 	 	 
	 	2. 	Merger and acquisition negotiation and document drafting. 
	 	 	 
	 	3. 	Rule 144 opinions on behalf of sellers. 
	 	 	 
	 	4. 	Franchise work. 







Messrs. Michael and Cory Gelmon

  Banyan Corporation

  November 30, 2005

  Page 3

	 	5. 	Human resources matters. 
	 	 	 
	 	6. 	Litigation and legal proceedings of any kind. 
	 	 	 
	 	
      7.
	
      Any matters, otherwise
        on the schedule, in excess of five hundred (500) hours for the year. 




     For the foregoing matters not
included in the scope of the fixed fees and payment plan, you agree to pay
hourly fees for legal consulting services rendered and the assistance of
non-legal professional staff at the rates of one hundred and eighty dollars
($180.00) and forty-five dollars ($45.00), respectively, per hour expended on
your behalf, to be billed in arrears.

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

     You also agree to pay for
disbursements. Disbursements include, among other things, delivery and air
freight 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 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.




Messrs. Michael and Cory Gelmon
Banyan
Corporation
November 30, 2005
Page 4

     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 co-operation 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, 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, and
remit the shares provided for above.

Very truly yours,

/s/ Noel Guardi, Esq.

Noel Guardi, Esq.

     Agreed to and accepted this 7th
day of December 2005.

BANYAN CORPORATION

/s/ Michael
Gelmon
Michael Gelmon,Chief Executive
Officer

/s/ Cory Gelmon
Cory
Gelmon, President and
Chief Financial Officer