Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 10.3






  Exhibit 10.3

 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:



  
    
      
         Cory H. 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; 



17






 

	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/ Cory Gelmon	 
	 	 	Cory Gelmon	 



with the Management Agreements, each of the Gelmons will devote at least 50% of their time to the management and supervision of the Corporation and each of the Gelmons will receive a consulting fee of $60,000 per annum, $500 per month towards the
cost of office space and Options to purchase 500,000 Class A Common Shares at $0.05 per share, which shares will vest upon certain conditions being fulfilled (all as more particularly described in the Management Agreements attached as Exhibits 10.1
and 10.2 hereto).