Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 10.4






 Exhibit 10.4


THIS AGREEMENT made effective the 4th day of January, 2003.



BETWEEN:



  
    
      
        
          
             Banyan Corporation, a company incorporated
              under the laws of the State of Oregon

              (hereinafter referred to as "Banyan") 

          

        

      

    

  



 OF THE FIRST PART AND: 


  
    
      
        
          
            Michael J. Gelmon, Businessman, of the City of Calgary, in
              the Province of Alberta, Canada 

              (hereinafter referred to as "Gelmon") 

          

        

      

    

  



OF THE SECOND PART 

AMENDING AGREEMENT

  RE: MANAGEMENT AGREEMENT 

 WHEREAS the Parties hereto have entered a Management Agreement
  (the “Agreement”), dated May 7th, 2001; 

 AND WHEREAS the parties hereto are desirous of amending certain
  provisions contained in the Agreement, as agreed to herein; 

 NOW THEREFORE, for valuable consideration, the receipt and
  sufficiency of which is acknowledged by each of the parties hereto, the parties
  agree as follows: 

  







	1. 	To amend Article 7 of the
        Agreement as follows:

	 	 	 	 	 
	  	(i)
	Provision (a.) to be amended
        to $120,000 per annum from $60,000 per annum;

	 	 	 	 	 
	 	(ii)
	Provision (b) to be deleted
        and replaced with the following:

	 	 	 	 	 
	 	 	b. 
	500,000 options for Class
        A Common Shares in the Corporation at the strike price of 5¢ per
        share (the “Options”). The Options will vest with Gelmon as
        follows:

	 	 	 	 	 
	 	 	 	(i)
	 the Options shall vest with Gelmon
        effective upon the closing date of the purchase of the Chiropractic Clinics
        in Lake Charles Louisiana on or about the 29th day of July,
        2002 by Chiropractic USA, Inc or its affiliate, Southern Health Care,
        Inc.

	 	 	 	 	 
	 	 	 	The Options will be exercisable
        for 5 years from the date of vesting. The Corporation agrees to register
        the Options immediately upon the vesting thereof, or as soon as practicable
        thereafter. The Class of Common Shares as referred to herein is intended
        to be the publicly traded class of shares currently available in the "over
        the counter" market.

	 	 	 	 	 
	 	(iii)
	Provision (c.) to be amended
        to $1,000 per month from $500 per month;

	 	 	 	 	 
	2. 	To amend Article 8 of the
        Agreement as follows:

	 	 	 	 	 
	 	 	By deleting (a) and replacing
        it with the following:

	 	 	 	 	 
	 	 	(a) 
	This agreement shall commence
        on the date first above written and shall expire on the 31st day
        of August, 2004

	 	 	 	 	 
	3. 	All other provisions of
        the Agreement remain in full force and effect.



                                           IN
  WITNESS WHEREOF the parties hereto have hereunto executed the within Agreement
  as of the 21st day of April, 2004 by their duly authorized signing authorities
  on their behalf. 

	 	 	Banyan Corporation	  
	 	 	 	 
	 	Per:	 /s/ Banyan Corporation	(c/s)
	 	 	 	 
	 	 	 	 
	 	 	/s/ Michael Gelmon