Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 10.14






THIS AGREEMENT made as of August 15th,
2005

B E T W E E N:

	Chiropractic USA, Inc. a company incorporated
  
	pursuant to the laws of the State of Colorado with 
	offices located in the City of Los Angeles, in the 
	State of California. 
	(the “Company”) 


- and -

	Alvin Gelmon, Businessman of the City of 
	Calgary, in the Province of Alberta, Canada 
	(“Gelmon”) 


CONSULTING AGREEMENT

WHEREAS the Company is a high profile franchised based
company which is developing franchised and corporately owned Chiropractic
Clinics in the United States under the name “Chiropractic USA”; 

AND WHEREAS Gelmon, has various skills in administration
matters for national franchise operations which the Company feels supplement the
effective operations and controls of the franchised system;

AND WHEREAS the Company is desirous of having Gelmon
provide various consulting services to the Company, and Gelmon is desirous of
providing said consulting expertise to the Company; 

AND WHEREAS the Company and Gelmon wish to enter a
formal agreement setting out the terms and conditions of their consulting
relationship:

NOW THEREFORE for valuable consideration, the adequacy
and sufficiency of which is hereby acknowledged by all of the parties hereto,
THIS AGREEMENT WITNESSES that the parties hereby agree as follows:





	1) 	
      Consulting




		a) 	
      Gelmon represents to the Company that he has the required
      skills, experience and industry standing to exercise the responsibilities
      and perform the services required in providing administrative input,
      revisions and oversight to the Company;

		 	 
		b) 	
      In carrying out these duties and responsibilities Gelmon
      shall comply with all lawful and reasonable instructions as may from time
      to time be given by the Board of Directors of the Company.

		 	 
		c) 	
      In consideration of Gelmon’s agreement hereto and
      Gelmon’s performance in accordance herewith, the Company agrees to retain
      Gelmon pursuant to the terms and conditions herein contained.

		 	 
		d) 	
      This Agreement shall commence on the 15th day of August,
      2005.




	2) 	
      Attention to Business. During the term of
      this Agreement, Gelmon shall devote such working time and attention as
      required to provide the administrative improvements and oversights thereto
      to the Company, and shall faithfully and diligently serve and endeavour to
      further the interests of the Company. The Company acknowledges that these
      duties are “part time”, as required.

	 	 
	3) 	
      Gelmon's Services. Gelmon
  shall:




	 		i. 	
      Design appropriate programs, including the revision of
      current report collection and collating from franchisees;

	 		 	 
	 		ii. 	
      Revise, as required the items tracked by the Company, the
      items reported by the franchisees in their weekly reports as well as the
      collation of this data by the Company;

	 		 	 
	 		iii. 	
      Design programs for the Company that are responsive to
      the new reporting features;

	 		 	 
	 		iv. 	
      Review and revise, if necessary, collection and banking
      procedures emanating from the weekly franchisee reports;

	 		 	 
	 		v. 	
      Assist in the oversight of all ancillary matters as may
      be required.




	4. 	
      Confidential
Information








		a. 	
      Gelmon acknowledges that in consideration of his
      relationship with the Company, Gelmon will acquire knowledge and/or
      information about certain matters and things which are confidential to
      Chiropractic USA and the Company, whether in the course of or incidental
      to Gelmon’s duties hereunder, and which knowledge or information is the
      exclusive property of Chiropractic USA and the Company.

		 	 
		b. 	
      Gelmon acknowledges that such knowledge and/or
      information could be used to the detriment of Chiropractic USA and the
      Company. Accordingly, Gelmon hereby agrees to treat, in strictest
      confidence, all such knowledge and/or information and agrees not to
      disclose or authorize disclosure of, same to any third party either during
      or after the term of this Agreement, other than as required in the
      ordinary course of business or by law.

		 	 
		c. 	
      Gelmon agrees that all records, files, drawings, tapes,
      documents, tools, equipment and the like relating to the business, work or
      investigations of Chiropractic USA and the Company and prepared, used or
      possessed by Gelmon, or under Gelmon’s control, during the term of this
      Agreement shall be and remain the sole and exclusive property of
      Chiropractic USA and the Company.

		 	 
		d. 	
      Prior to the termination of this Agreement, Gelmon agrees
      to deliver within thirty (30) days to Chiropractic USA and the Company all
      such records, files, drawings, tapes, documents, plans, tools and
      equipment.

		 	 
		e. 	
      Gelmon, represents that he has no agreement with or
      obligation to others in conflict his obligations under this
    Agreement.

		 	 
		f. 	
      The Company acknowledges that Gelmon will continue to be
      engaged in other businesses in addition to that of the
  Company.




	5. 	
      Remuneration.

	 	 	 
		
      In consideration of Gelmon’s undertaking and the
      performance of the obligations contained herein, subject to Article 6
      below, the Company shall compensate Gelmon, or his designee (provided that
      designee complies with all applicable securities legislation), the
      following:

	 	 	 
		a. 	
      Issuance of Two million (2,000,000) S. 144 restricted
      shares in Banyan Corporation, the Corporation that owns Chiropractic USA,
      to be issued forthwith.








		b.	the reimbursement of any expenses incurred
      pursuant to Gelmon’s duties in accordance with the Corporation’s
      generally established practice as applied from time to time;      
    


	  	          
	6. 	Term and Termination   
	  	          
	 	a.	The term of this agreement is all services
      as called for herein to be reviewed and completed with 3 months hereof,
      and monitoring the systems for further revisions for a period of 2 years
      from the date hereof.   


	  	  	        
		b.	This Agreement may be terminated in the
      following manner in the following circumstances:     

	  	  	        
	  	  	i. 	By the Company, at its option, for cause including:
        
	  	  	  	      
	    	    	    	(1)   	a material breach of any of the provisions of this
      Agreement by Gelmon;   

	  	  	  	      
	    	    	    	(2)   	conviction of Gelmon of a criminal offence punishable
      by indictment;   

	  	  	  	      
	    	    	    	(3)   	alcoholism, drug addiction or other such dissipation
      of Gelmon, and   

	  	  	  	      
	  	  	  	(4) 	any conduct that would impugn the reputation of the Company.
    
	  	  	  	      
	  	  	  	(5) 	On thirty days prior written notice.   
	  	  	  	      
	  	  	ii. 	By Gelmon, at his option, for cause including:  
    
	  	  	  	  	    
	    	    	    	(1)   	a material breach of any of the provisions of this
      Agreement by the Company;   

	 	 	 	 	 
	  	  	  	(2) 	On thirty days prior written notice.   
	  	  	  	  	    
	      	Provided that any failure by the Company
      to exercise its option to terminate this Agreement pursuant to this subparagraph
      shall not   be deemed to be a waiver of, or prevent the Company from
      exercising such option at any subsequent time.      
       


	  	  	        
	7.     	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, option at any subsequent time.   









	8. 	
      Entire Agreement. This Agreement
      constitutes the entire agreement between the Company and Gelmon.

	 	 	 
	9. 	
      Amendment. This Agreement may be altered,
      modified or amended only by a written instrument, duly executed by all
      parties and stating that the alteration, modification or amendment is an
      addition to and subject to this Agreement.

	 	 	 
	10. 	
      Non-Merger. Notwithstanding any other
      provision in this Agreement to the contrary, the provisions of paragraph 4
      hereof shall survive termination of this Agreement and shall not merge
      therewith.

	 	 	 
	11. 	
      Notices

	 	 	 
		a. 	
      Any notice required or permitted to be given to Gelmon
      shall be sufficiently given if delivered to Gelmon personally or if mailed
      by registered mail to Gelmon’s address last known to the
Company.

	 	 	 
		b. 	
      Any notice required or permitted to be given to the
      Company shall be sufficiently given if delivered to or mailed by
      registered mail to the Company at it’s registered office.

	 	 	 
		
      Any notice given pursuant to and in accordance with this
      paragraph shall be deemed to be received by the recipient on the third
      business day after mailing, if sent by registered mail, and on the day of
      delivery, if delivered.

	 	 	 
	12. 	
      Governing Law. This Agreement shall be
      governed by and construed in accordance with the laws of the State of
      California.

	 	 	 
	13. 	
      Counterpart Execution: This Agreement may
      be executed in several counterparts each of which when so executed shall
      be deemed to be an original, and such counterparts shall constitute one
      and the same instrument and notwithstanding the date of execution shall be
      deemed to bear date as of the date of this Agreement. This Agreement shall
      be considered properly executed by any party if executed and transmitted
      by facsimile to the other parties.



IN WITNESS WHEREOF the parties have executed this
Agreement effective as of the date first above written.





	  	Chiropractic USA, Inc. 
	 	 
	  	  
	  	Per: ___________________________
	 	 
	___________________________	___________________________
	Witness 	Alvin Gelmon 
	 	 
	 	 
	Confirmed by: 	Banyan Corporation 
	 	 
	 	 
	  	Per:
___________________________