ASSET PURCHASE AGREEMENT

      This  AGREEMENT  dated  this 26th day of  October,  1999,  by and  between
Showcase  Technologies,  LLC,  having its principal place of business at 33 East
Merrick  Rd.,  2nd  Floor,   Suite  6,  Valley  Stream,   NY,  11580  (hereafter
"SHOWCASE"),  and TopListing.com  Corporation, a Colorado corporation having its
principal  place of business  at 4740 Forge Rd.,  Suite 112,  Colorado  Springs,
Colorado 80907 (hereafter "Top.com").


     WHEREAS,  SHOWCASE is desirous  of selling all rights,  title and  interest
relating to the product lines known as TopListing and Designer Studio.

     WHEREAS,  Top.com is desirous of acquiring  all rights,  title and interest
relating  to the product  lines known as  TopListing  and  Designer  Studio from
SHOWCASE.

     IT IS HEREFORE  AGREED that in  consideration  of the mutual  covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

     1.     Exchange of Assets.

     1.1  Subject  to the  terms  and  conditions  of  this  Agreement  and  the
performance by the parties  hereto of their  respective  obligations  hereunder,
SHOWCASE shall exchange,  transfer,  convey,  assign and deliver to Top.com, and
Top.com shall  receive,  acquire and accept on the Closing Date (as such term is
hereinafter  defined)  all of the  rights,  title and  interest  relating to the
product  lines known as TopListing  and Designer  Studio in and to the business,
assets,  goodwill,  and rights of  SHOWCASE in all or  substantially  all of its
assets, including technology, software, web sites, customer lists, inventory, as
specified  in the list of Assets  attached  hereto as  Exhibit I (the  "Assets &
Allocation"),  as the same shall exist on the Closing Date,  including,  without
limitation,  rights in tradenames,  trademarks and copyrights, patent and patent
pendings,  all rights  relating to or arising out of the  business  conducted by
SHOWCASE as they relate to  TopListing  and  Designer  Studio  under  express or
implied  warranty (as from the  suppliers of SHOWCASE with respect to the Assets
being transferred to Top.com) , all books and records,  correspondence and files
of or relating to the business or Assets of TopListing and Designer Studio being
exchanged with Top.com and all of SHOWCASE's  rights,  title and interest in and
to each, contract,  agreement, purchase order or commitment to which SHOWCASE is
a party or in which  SHOWCASE  has rights (all of such  assets are  collectively
referred to  hereinafter as the  "Assets"),  free and clear of all  liabilities,
obligations,  liens and  encumbrances,  except as  expressly  assumed by Top.com
under Section 2 below.


     1.2 The  transfer  of the Assets as herein  provided  shall be  effected by
bills of sale,  endorsements,  assignments,  drafts,  checks,  deeds  and  other
instruments of transfer and conveyance  delivered to Top.com on the Closing Date
in form  sufficient to transfer the Assets as contemplated by this Agreement and
as shall be  reasonably  requested by Top.com.  SHOWCASE  covenants  that (i) it
will,  at any time and from time to time after the  Closing  Date,  execute  and
deliver  such other  instruments  of  transfer  and  conveyance  and do all such
further  acts and things as may be  reasonably  requested by Top.com to transfer
and deliver to Top.com or to aid and assist  Top.com in collecting  and reducing
to possession,  any and all of the Assets; (ii) Top.com, after the Closing Date,
shall have the right and authority to collect,  for the account of Top.com,  all
checks, notes and other evidences of indebtedness or obligations to make payment
of money and other items which shall be  transferred  to Top.com as provided and
to endorse with the name of Top.com any such checks,  notes or other instruments
received after the Closing Date; and (iii) SHOWCASE will transfer and deliver to
Top.com all other  property  that SHOWCASE may receive after the Closing Date in
respect of or arising out of the business  conducted by TopListing  and Designer
Studio.

     1.3  SHOWCASE  covenants  that between the date hereof and the Closing Date
and, if reasonably requested by Top.com,  after the Closing Date, SHOWCASE shall
use its best  efforts to obtain the  consent  of any  parties to any  contracts,
licenses, leases, commitments, sales orders, purchase orders or other agreements
being assigned by SHOWCASE to Top.com hereunder as shall be reasonable requested
by Top.com.  If any such required consent is not obtained,  this Agreement shall
constitute an agreement to assign the instrument relating thereto to Top.com.

     2.  Assumption  of  Liabilities.  Top.com  shall assume no  liabilities  of
SHOWCASE, TopListing or Designer Studio.

    3. Closing. The Closing hereunder (the "Closing") shall take place at ___ on
the 1st day of November 1999, at 33 East Merrick Rd., 2nd Floor, Suite 6, Valley
Stream, NY.

    4.  Exchange Terms; Allocation.

    4.1  In consideration of the exchange and transfer of the
Assets  herein  contemplated,  on the Closing  Date,  Top.com  shall  deliver at
Closing:

a)       $100,000 US Funds (less deposit of $2,500);
b)            300,000  shares of Banyan  Corporation  common stock valued at the
              previous  days  closing  bid price.  Said  shares  shall be issued
              exempt from registration under Rule 144.

         to SHOWCASE or its assignees.

    5.  Representations  and Warranties of SHOWCASE.  SHOWCASE hereby represents
and warrants as follows:

    5.1 SHOWCASE is a LLC. On or before closing  SHOWCASE shall establish to the
satisfaction  of Top.com that it has title to the Assets and authority to convey
the same in accordance with the terms of this  Agreement.  SHOWCASE has taken no
action  and has not failed to take any  action,  which  action or failure  would
preclude or prevent  Top.com  from  conducting  the  business of SHOWCASE in the
manner heretofore conducted.

5.2  SHOWCASE has two subsidiaries, "Designer Studio " and "TopListing"

    5.3 SHOWCASE is fully empowered to enter into this transaction.

     5.4 SHOWCASE has full power and  authority,  corporate  and  otherwise,  to
enter into this  Agreement on behalf of  TopListing  and Designer  Studio and to
cause SHOWCASE to assume and perform its, his or her obligations hereunder.  The
execution and delivery of this Agreement and the  performance by SHOWCASE of its
obligations  hereunder  have  been  duly  authorized  by  the  shareholders  and
directors of SHOWCASE and no further action or approval, corporate or otherwise,
is required in order to constitute  this Agreement as a binding and  enforceable
obligation of SHOWCASE.  The  execution  and delivery of this  Agreement and the
performance by SHOWCASE of its obligations hereunder do not and will not violate
any provision of the Certificate of  Incorporation or By-Laws of SHOWCASE and do
not and will not  conflict  with or result in any  breach  of any  condition  or
provision  of, or  constitute  a default  under,  or result in the  creation  or
imposition of any lien,  charge or encumbrance  upon any of the Assets by reason
of the  terms of any  contract,  mortgage,  lien,  lease,  agreement  indenture,
instrument,  judgment  or  decree  to which  SHOWCASE  is a party or which is or
purports to be binding upon  SHOWCASE or which affects or purports to affect any
of the Assets.

    5.4 No action, approval, consent or authorization, including but not limited
to any  action,  approval,  consent  or  authorization  by any  governmental  or
quasi-governmental  agency,  commission,  board,  bureau or  instrumentality  is
necessary as to SHOWCASE in order to constitute  this agreement as a binding and
enforceable obligation of SHOWCASE in accordance with its terms.

    5.5  SHOWCASE  has not incurred  any  obligation  or liability  (absolute or
contingent,  liquidated  or  unliquidated,  choate or inchoate)  except  current
obligations and liabilities  incurred in the ordinary course of their businesses
which would act as a lien against the Assets being transferred.

    5.6 SHOWCASE has not leased or effected any transfer of any of the Assets.

     6. Representations and Warranties of Top.com. Top.com hereby represents and
warrants that on the closing date all of the following will be true:

     6.1 Top.com is a corporation  duly organized,  validly existing and in good
standing under the laws of the state of Colorado.

    6.2       Top.com is a wholly owned subsidiary of Banyan Corporation.


<PAGE>



     7.    Miscellaneous.

     a) This  Agreement  shall  constitute  the entire  agreement of the parties
hereto and may not be amended,  except by written  consent of the parties hereto
in writing executed by them.

     b) This Agreement shall be construed  according to the laws of the State of
Colorado and shall be enforceable in any court of competent jurisdiction located
in the State of Colorado.

     c) This  Agreement  shall  insure to the  benefit of the  parties and their
successors in interest, if any, but shall not otherwise be assignable.

     d) Where in this Agreement one gender or the other is used, of the singular
or the plural is used, and if to effect the intent of the parties hereto the use
of the other gender or number is needed then it is  understood  that such gender
or both or such number or both is implied.

     e) This Agreement may be executed in counterparts  and receipt of facsimile
transmission  of signatures  shall be  sufficient  to effect  acceptance of this
Agreement,  although the parties hereto agree to submit within a reasonable time
duplicate original signed copies of this Agreement to each other.

     8.  Indemnification.

     Each party to this Agreement  shall  indemnify and hold harmless each other
party at all times  after the date of  closing  against  and in  respect  of any
liability,  damage or  deficiency,  all actions,  suits,  proceedings,  demands,
assessments,  judgments, costs and expenses,  including attorney's fees incident
to any  of the  foregoing,  resulting  from  any  misrepresentation,  breach  of
covenant or warranty for  non-fulfillment  of any  agreement on the part of such
party under this Agreement,  or from any  misrepresentation  in or omission from
any certificate  furnished or to be furnished to a party  hereunder.  Subject to
the terms of this  Agreement,  the  defaulting  party shall  reimburse the other
party or parties on demand for any  reasonable  payments made by said parties at
any time after the date of  closing,  in respect  to any  liability  or claim to
which the foregoing  indemnity relates, if such payment is made after reasonable
notice to the other party to defend or satisfy the same,  and such party  failed
to defend or satisfy the same.


     9. Expenses. Each party shall pay its own expenses.


    10. Brokers.  Top.com shall not be liable for the payment of any finder's or
consultants.

IN WITNESS  WHEREOF  THE  PARTIES  HERETO,  CORPORATE  PARTIES  HAVING BEEN DULY
AUTHORIZED BY THEIR  RESPECTIVE  BOARDS OF  DIRECTORS,  HAVE SET THEIR HANDS AND
SEALS ON THE DATE FIRST ABOVE WRITTEN.

TOPLISTING.COM  CORPORATION                          SHOWCASE TECHNOLOGIES, LLC



BY: /s/CAMERON YOST                                     BY: /s/ALAN HILLSBERG
CAMERON YOST                                                  ALAN HILLSBERG
Director & Secretary                                          PRESIDENT




<PAGE>



                                    EXHIBIT I
                               ASSETS & ALLOCATION

CUSTOMER LIST

         Name
         Address
         City, State, zip

         Phone









<TABLE>

<CAPTION>



INVENTORY
         RAW (MATERIAL)

<S>     <C>                                    <C>                                        <C>
         Quantity                              Description                                Value








         FINISHED

         Quantity                              Description                                Value











TOOLING -PATERNS - DIES

         Quantity                              Description                                Value









DRAWINGS

                             Description                                                  Value






SPECIFICATIONS

                             Description                                                  Value





PATENTS

                             Description                                                  Value









TRADEMARKS/TRADENAMES/COPYRIGHTS

                             Description                                                  Value







VENDOR LISTS

         Name
         Address
         City, State, zip

         Phone







CONTRACTS, AGREEMENTS, PURCHASE ORDERS

                             Description                                                  Value



</TABLE>