Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 10.2






Exhibit 10.2

  Offer to Purchase 

  Franchise Support Network, Inc.

 Banyan Corporation, a company formed pursuant to the laws of the State of
  Oregon with offices in Colorado Springs, Colorado ( Banyan or the Purchaser
  ) hereby offers to purchase from Cory Gelmon & Michael Gelmon, businessmen,
  of the City of Calgary, in the Province of Alberta, Canada (the Vendors ), all
  of the issued and outstanding shares of Franchise Support Network, Inc., a company
  incorporated pursuant to the laws of the Province of Alberta, Canada ( FSN ).

 1.  Purchase Price. The purchase price (the Purchase Price ) payable
  by the Purchaser to the Vendors for FSN shall be the sum of One Million Twenty
  One Thousand Four Hundred and Thirty ($1,021,430) Dollars, and shall be satisfied
  as set out in paragraph 2, below.

 2.  Payment of Purchase Price. The Purchase Price shall be paid
  and satisfied at Closing, by the Purchaser delivering to the Vendors Thirty
  Four Million, Forty Seven Thousand, Six Hundred and Sixty Six (34,047,666) Class
  A Common Shares in Banyan, which is based upon the Purchase Price divided by
  the thirty day rolling average of the Banyan Class A Common Shares immediately
  prior to the date of this offer. Banyan acknowledges that this average is three
  (3 ) cents per share. The Shares issued to the Vendors shall be issued pursuant
  to Rule 144 under the Securities Act of 1933. If the Purchaser fails to complete
  this transaction for any reason, the Vendors shall be entitled to the remedy
  of specific performance.

 3.  Closing Date. Time shall be of the essence of this Offer. The
  closing of this transaction shall take place within seven days of the Vendors
  accepting this offer (the Closing Date or Closing ) and shall take place at
  the office of the Purchaser or at such other place as may approved in writing
  by the parties hereto.

 4. Conditions Precedent. This Offer to Purchase is subject to

 (i)  the approval of the Board of Directors of the Purchaser which
  shall be meeting no later than May 7th, 2001;

 (ii)  the approval of the required number of Banyan Shareholders,
  to be obtained at a duly constituted meeting of Banyan Shareholders within ninety
  (90) days from the date of this offer.

 5. Acceptance of Offer. Upon waiver of the Conditions Precedent by the
  Purchaser, this Offer shall be irrevocable, and shall remain open for acceptance
  by the Vendors up to and including the 1st day of August, 2001, after which
  time, if not accepted, this Offer shall be null and void.

 6.  Representations and Warranties by the Vendors. The Vendors represents
  and warrants to the Purchaser as follows:

 1.  FSN is duly incorporated pursuant to the laws of the Province of
  Alberta, Canada and is current with all of its filings;

 2.  FSN is not now, nor at Closing will be bound by any agreement whether
  written or oral with any other party for the purchase or sale of any FSN shares
  and that no option for the purchase of the FSN shares exists now, or will exist
  at Closing;

 3.  FSN is not now, nor will it be at Closing, bound by any outstanding
  contract or commitment which requires prior approval of the assignment thereof
  by the Vendors to the Purchaser resulting 






from the consummation of the transactions provided for herein, unless such
  consent is obtained and provided to the Purchaser on Closing.

 4.  The Vendors now has and at Closing will have a good and marketable
  title to FSN, free and clear of any and all claims, liens, encumbrances and
  security interests whatsoever.

 5.  FSN is not currently involved in any disputes, litigation, or threatened
  litigation.

 6.  The only material contracts and obligations in existence for FSN
  are employment contracts with the Vendors.

 7.  The representations and warranties of the Vendors contained
  herein shall survive the Closing and shall continue in full force and effect
  for the benefit of the Purchaser.

 Representations and Warranties by the Purchaser. The Purchaser represents
  and warrants to the Vendors as follows:

 a.  Banyan Corporation (the Corporation ) is in good standing and
  compliant with all SEC required filings;

 b. The Corporation shall have obtained the full right and authority to
  issue the Shares representing the Purchase Price hereunder, in compliance with
  all SEC rules and regulations and in compliance with its own internal bylaws;

 c. That the number of issued and outstanding shares, and instruments
  capable of becoming shares in Banyan shall be no more than Thirteen Million
  Five Hundred Thousand (13,500,000) shares immediately prior to the Closing of
  this transaction.

 8.  Closing Deliveries. At Closing, the parties shall deliver the
  following, in addition to any other documents, agreements or deliverables required
  or provided by this Offer:

 1.  the Vendors shall deliver to the Purchaser:

 1.  full title to all of the issued and outstanding shares of FSN;

 2.  a Certificate certifying that all representations and warranties
  contained in this Offer are true and correct in all material respects as of
  the Closing Date;

 2.  the Purchaser shall deliver to the Vendors:

 1.  Share certificates in the amount of Thirty Four Million, Forty
  Seven Thousand, Six Hundred and Sixty Six (34,047,666) Class A Common Shares
  in Banyan, legended with the appropriate restrictions as set out pursuant to
  Rule 144 under the Securities Act of 1933. The share certificates delivered
  will be one such share certificate in the name of Cory Gelmon in the amount
  of Seventeen Million, twenty three thousand, eight hundred and thirty three
  (17,023,833) Class A Common Shares, with the appropriate restrictions as set
  out pursuant to Rule 144 under the Securities Act of 1933, and one such share
  certificate in the name of Michael Gelmon in the amount of Seventeen Million,
  twenty three thousand, eight hundred and thirty three (17,023,833) Class A Common
  Shares, with the appropriate restrictions as set out pursuant to Rule 144 under
  the Securities Act of 1933.

 9. Non-Competition. The Vendors will not (without the prior written consent
  of the Purchaser) at any time within five years from the date hereof either
  individually or in partnership or jointly or 






in conjunction with any person or persons, firm, association, syndicate, company
  or corporation, as principal, agent, employee officer, director or shareholder
  or in any other manner whatsoever carry on or be engaged in or concerned with
  or interested in, or advise, lend money to, guarantee the debts or obligations
  of, or permit his name or any part thereof to be used or employed by or associated
  with, any person or persons, firm, association, syndicate, company or corporation
  engaged in or concerned with of interested in, any business which competes with
  FSN (except as a shareholder, officer, director or employee of the Purchaser)
  within North America.

 10.  Severability. In the event that any provision herein or part
  hereof shall be deemed void or invalid by a court of competent jurisdiction,
  the remaining provisions, or parts hereof, shall be and remain in full force
  and effect.

 11.  General.

 (a)  Schedules and other documents attached or referred to in this
  Offer are an integral part of this Offer.

 (b)  The division of this Offer into paragraphs and subparagraphs
  and the insertion of headings are for convenience of reference only and shall
  not affect the construction or interpretation hereof.

 (c)  The Class A Common shares in Banyan Corporation referred to
  herein are intended to be the publicly traded class of shares currently traded
  in the "over the counter pink sheets" market.

 (d)  This Offer constitutes the entire agreement among the parties
  and except as herein stated and in the instruments and documents to be executed
  and delivered pursuant hereto, contains all of the representations and warranties
  of the respective parties. There are no oral representations or warranties amount
  the parties of any kind. This Offer may not be amended or modified in any respect
  except by written instrument signed by both parties.

 (e)  This Offer shall be governed by and construed in accordance
  with the laws of the State of Oregon.

 (f)   Any notice required or permitted to be given hereunder
  shall be in writing and shall be effectively given if (i) delivered personally,
  (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by facsimile,
  telex or other similar means of electronic communication (confirmed on the same
  or following day by prepaid mail) addressed to the recipient at the address
  of the recipient noted above. Any notice so given shall be deemed conclusively
  to have been received when so personally delivered or sent by telex, facsimile
  or other electronic communication or on the second day following the sending
  thereof by private courier or mail. Any party hereto or others mentioned above
  may change any particulars of its address for notice by notice to the others
  in the manner aforesaid.

 (g)   This Offer shall enure to the benefit of and be binding
  upon the parties hereto and their respective successors and assigns.

 (h)  All dollar amounts referred to herein shall mean U.S. Dollars.

 IN WITNESS WHEREOF this Offer has been executed by the Purchaser this day
  of May, 2001.

	I hereby accept the above Offer.	 	 
	 	 	 
	 	 	 
	/s/
      Cory H. Gelmon	 	 
	Cory H. Gelmon	 	 
	 	 	 
	 	 	 
	/s/
      Michael J. Gelmon	 	 
	Michael J. Gelmon	 	 
	 	 	 
	 	 	 
	/s/
      Lawrence Stanley	 	 
	Banyan Corporation	 	 



DATED , 2001