Filed by Automated Filing Services Inc. (604) 609-0244 - Banyan Corporation - Exhibit 10.36







	HANS GASSNER 
	%WALLACE &PARTNERS 
	1 PORTLAND STREET 
	LONDON ENGLAND, UNITED KINGDOM 
	 


CONSULTING AGREEMENT 

          CONSULTING
  AGREEMENT (the “Agreement”) dated as of November 27, 2007 between
  Hans Gassner (the “Consultant”) and Banyan Corporation (the “Client”).

W I T N E S S E T H: 

          WHEREAS,
Client desires to expand its presence in the European Union (the “EU)”, to
establish its corporate image in the EU and to increase awareness among the
business community and public in the EU, including potential purchasers of
diagnostic imaging services and the VT 3000 diagnostic imaging machine,
potential area developers, franchisees and patients for Chiropractic USA TM
clinics, and potential customers for Client’s other products or services. 

          WHEREAS,
Client desires to retain the services of Consultant in the EU with the
objectives of (1) promoting, positioning and marketing Client‘s corporate image,
trademarks, brand names, products and services, (2) identifying potential
business development partners, (3) identifying potential acquisition targets and
structuring potential business acquisitions (other than any reverse merger), (4)
developing new business strategies, and (5) developing marketing and advertising
materials, agreements, and other documents in connection with the foregoing (the
“Objectives”)

          WHEREAS,
Consultant has the expertise necessary to accomplish the Objectives. 

          NOW,
THEREFORE, in consideration of the mutual covenants and agreements, and upon the
terms and conditions hereinafter set forth, the parties agree as follows: 

          Section
1.           Retention of
Consultant. Client engages Consultant to provide consulting services to
Client as may be necessary, proper or advisable to achieve the Objectives, and
Consultant accepts such engagement, subject to the terms and conditions of this
Agreement.

          Section
  2.           Services.
  Consultant agrees to work diligently and to the best of Consultant’s knowledge,
  skill and ability to accomplish the Objectives. Consultant may out-source or
  contract for the performance of certain duties to persons that are competent
  and qualified to perform such duties and who shall be bound in writing to all
  of the provisions of this Agreement to the same extent as Consultant. Consultant
  shall keep Client fully informed of the foregoing activities; and, in general,
  cooperate with Client in connection with the foregoing activities. Consultant
  shall not provide any services in connection with the offer or sale of securities
  in a capital-raising transaction, and Consultant’s services hereunder shall
  not directly or indirectly promote or maintain a market for Client’s securities.
  In performing its duties, Consultant agrees to adhere to and to act in accordance
  with all applicable laws, rules and regulations, the policies and procedures
  of Client in effect from time to time, all written and oral instructions received
  from an authorized officer or employee of Client, and high ethical standards.





          Section
3.          
Compensation. Promptly upon execution of this agreement, Client shall pay
Consultant a one-time nonrefundable fee of $37,500 USD (the “Fee”) payable in
the form of 25,000,000 shares of its Common Stock, no par value (the “Shares”)
and file a Registration Statement on Form S-8 with the United States Securities
and Exchange Commission (the “SEC”) to cover the resale of the Shares to the
public. The number of Shares shall be determined by dividing the amount of the
Fee by the closing bid price for one Share on the last trading day preceding the
date the registration statement is filed. Promptly after the effective date of
said registration statement, certificates evidencing the Shares shall be issued
in the name of and delivered to Consultant without restrictive legend in such
denominations, as Consultant shall designate. Client will bear the costs of the
registration statement and issuance of the Shares. 

          Section
4.           Trade
Secrets. Other than information known to the general public, all information
relating to Client, whether or not set forth in tangible form, shall be treated
as “Trade Secrets and Confidential Information.” Consultant agrees not to use or
to permit any other person to use any of the Trade Secrets and Confidential
Information in any manner except for the purposes of this Agreement. Consultant
agrees to hold the Trade Secrets and Confidential Information in strict
confidence, and not to disclose to any other person the Trade Secrets and
Confidential Information, except to only those of Consultant’s contractors,
agents and employees in furtherance of the Objectives who need to know such
information, who shall be bound to all of the provisions of this agreement to
the same extent as Consultant. Consultant agrees to take all other reasonable
precautions to protect the Trade Secrets and Confidential Information from
disclosure to any unauthorized third party and from any other use not authorized
hereby. Upon termination of this Agreement, Consultant agrees to return to
Client all records of the Trade Secrets and Confidential Information, including
all copies thereof (other than Consultant’s accounting records).

          Section
5.           Expenses.
If Consultant incurs any additional expenses to facilitate the transaction,
Consultant shall obtain the consent of Client for any single item of expense.
Client’s consent hereunder shall not be unreasonably withheld or delayed. 

          Section
6.           Full
Cooperation. In connection with the activities of Consultant on behalf of
Client, Client will cooperate with Consultant and will furnish Consultant and
Consultant’s representatives with all information and data concerning Client as
may be required in connection with Consultant’s services hereunder. Consultant
acknowledges the full assistance and cooperation of Med Gen and/or its
affiliates acting as consultants to Client. 

          Section
7.          
Representations. Client warrants and represents to Consultant that this
Agreement does not conflict with any other agreement binding Client. Client
warrants and represents to Consultant, that Client is fully authorized to offer
and pay Consultant’s compensation referred to in Section 3 above. 

          Section
  8. Indemnification. Client agrees to indemnify and hold harmless Consultant,
  and any company controlling Consultant or controlled by Consultant, and their
  respective officers, agents and employees to the full extent lawful, from and
  against any losses, claims, damages or liabilities (including reasonable counsel
  fees) related to or arising out of this Agreement; provided; however, that the
  indemnification provided for in this paragraph shall not 

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apply to claims relating to non compliance with SEC rules and
  reporting and other requirements that the Consultant is required to comply with,
  which shall be the Consultant’s responsibility. 

          Section
9.           Waiver of
Breach. The failure by Client to exercise any rights or powers hereunder
shall not be construed as a waiver thereof. The waiver by Client of a breach of
any provision of this Agreement by Consultant shall not operate nor be construed
as a waiver of any subsequent breach by Consultant. 

          Section
10.           Notices.
All notices, requests, demands and other communications, which are required or
permitted under this Agreement, shall be in writing and shall be deemed
sufficiently given upon receipt if personally delivered, faxed, sent by
recognized national overnight courier or mailed by certified mail, return
receipt requested, to the address of the parties set forth above. Such notices
shall be deemed to be given (i) when delivered personally, (ii) one day after
being sent by overnight courier carrier or (iii) three days after being mailed,
respectively. 

          Section
11.           Term;
Resignation and Termination. The term of this Agreement shall commence on
the date hereof and continue for sixty (60) days from the effective date of
Client’s Registration Statement on Form S-8 to be filed in connection herewith.
The term shall be automatically extended for an additional thirty (30) days
unless Client shall give written notice to the contrary. Client may terminate
Consultant for cause by giving written notice in the event Consultant materially
breaches or defaults in any of its duties, covenants or agreements as set forth
herein, including a breach or default resulting from the death or disability of
Consultant. Either party may terminate this Agreement by giving written notice
upon the liquidation, bankruptcy or insolvency of the other party, an assignment
for the benefit of creditors for the other party or composition of substantially
all of its debts, or the appointment of a trustee or receiver for the business,
property or affairs of the other party. 

          Section
12.           Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the United Kingdom. 

          Section
13.           Entire
Agreement: Amendments. This Agreement contains the entire agreement and
understanding between the parties and supersedes and preempts any prior
understandings or agreements, whether written or oral. The provisions of this
Agreement may be amended or waived only with the prior written consent of Client
and Consultant. 

          Section
14.           Successors
and Assigns. This Agreement shall be binding upon, inure to the benefit of,
and shall be enforceable by Consultant and Client and their respective
successors and assigns; provided, however, that the rights and obligations of
Consultant under this Agreement shall not be assignable. 

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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written. 

“Client” 
Banyan Corporation 

By:    /s/Michael
Gelmon 
          Michael
Gelmon. Chairman/CEO 

“Consultant” 

By:    /s/ Hans
Gassner 
          Hans
Gassner 

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