Banyan Corp /Or/ Sample Contracts

OFFICE WAREHOUSE LEASE AGREEMENT THIS LEASE AGREEMENT made this 4th day of May, 1998, by and between 4740 Forge Road, LLP., hereinafter referred to as "Landlord", and Doublecase Corporation, hereinafter referred to as "Tenant", on the following terms...
Lease Agreement • May 14th, 1999 • Banyan Corp /Or/
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RECITALS
Share Exchange Agreement • May 14th, 1999 • Banyan Corp /Or/
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Contract
Warrant Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 13, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE

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Exhibit 10.1 EMPLOYMENT CONTRACT AGREEMENT made this __ day of October, 1999, between TopListing.com Corporation (a Colorado Corporation) and it's parent, Banyan Corporation and it's subsidiary, DoubleCase Corporation, located in Colorado Springs,...
Employment Contract • January 12th, 2000 • Banyan Corp /Or/ • Electronic computers • Colorado
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 20__, by and among Banyan Corporation, an Oregon corporation with its headquarters located at 1925 Century Park East, Suite 500, Los Angeles, California 90067 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

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SECURITY AGREEMENT
Security Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York

SECURITY AGREEMENT (this “Agreement”), dated as of _______, 200__ by and among Banyan Corporation, an Oregon corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of ________, 20__, by and among Banyan Corporation, an Oregon corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 15th, 2006 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2006, by and among Banyan Corporation, an Oregon corporation, with headquarters located at 1925 Century Park East, Suite 500, Los Angeles, California 90067 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

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ASSET PURCHASE AGREEMENT This AGREEMENT dated this 26th day of October, 1999, by and between Showcase Technologies, LLC, having its principal place of business at 33 East Merrick Rd., 2nd Floor, Suite 6, Valley Stream, NY, 11580 (hereafter...
Asset Purchase Agreement • April 3rd, 2000 • Banyan Corp /Or/ • Electronic computers • Colorado
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Exhibit 10.2 Page 8 of 5 ASSET PURCHASE AGREEMENT This AGREEMENT dated this ___ day of October, 1999, by and between TopListing (a sole proprietorship owned by Alan Hillsberg only), having its principal place of business at 33 East Merrick Rd., 2nd...
Asset Purchase Agreement • January 12th, 2000 • Banyan Corp /Or/ • Electronic computers • Colorado
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Exhibit 10.3 ASSET PURCHASE AGREEMENT This AGREEMENT dated this ___ day of October, 1999, by and between Showcase Technologies, LLC (owned by Alan Hillsberg only), having its principal place of business at 33 East Merrick Rd., 2nd Floor, Suite 6,...
Asset Purchase Agreement • January 12th, 2000 • Banyan Corp /Or/ • Electronic computers • Colorado
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HANS GASSNER
Consulting Agreement • March 3rd, 2008 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

CONSULTING AGREEMENT (the “Agreement”) dated as of February 29, 2008 between Hans Gassner (the “Consultant”) and Banyan Corporation (the “Client”).

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Stock Option Agreement
Stock Option Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Oregon
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GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • November 22nd, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • New York

GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of November 8, 2004, among Banyan Corporation, an Oregon corporation (the "Company"), Michael J. Gelmon (the "Pledgor"), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Pledgees").

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THIS AGREEMENT made effective the 1st day of April, 2005. BETWEEN:
Management Agreement • April 28th, 2005 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

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

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Robert B. Schultz, Attorney at Law 9710 W. 82nd Ave Arvada, CO 80005 Cel and tel 303 456 5565 Fax 303 456 5575 November 30, 2006
Legal Service Agreement • December 4th, 2006 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

You have asked me to provide legal consulting services to Banyan Corporation (“your” or the “Company“) in connection with certain litigation matters, in particular Yost et al. v. Banyan Corporation, in Denver, Colorado District Court. To avoid misunderstandings, I have prepared this summary of our agreement for your approval.

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SOFTWARE CONSULTING AGREEMENT BY AND BETWEEN BANYAN CORP. AND FRED JOHANNESEN
Software Consulting Agreement • August 19th, 2005 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Colorado

Agreement made as of the day and year set forth in the date line on the last page hereof, by and between Banyan Corp., an Oregon corporation having its principal executive offices at Suite 500, 1925 Century Park East, Los Angeles, CA 90067 (hereinafter referred to as "Banyan Corp."), and Fred Johannesen, businessman, having his business office at 17206 – 106A Ave, Edmonton, Alberta, Canada (the "Software Consultant").

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Charles Fussell, Esq. Adam House 7-10 Adam Street London, England WC2 6AA charles fussell.com December 5, 2007
Legal Service Agreement • December 11th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

Mr. Cory Gelmon, President and Chief Financial Officer Banyan Corporation Suite 207, 5005 Elbow Drive S.W. Calgary, Alberta, Canada T2S 2T6

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Law Offices of MICHAEL L. CORRIGAN 7770 Regents Rd. Suite 113-401 San Diego, CA 92122-1967
Engagement Agreement • February 13th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine
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NONCOMPETITION AND CONFIDENTIALITY AGREEMENT IN FAVOR OF PREMIER MEDICAL SERVICES, LLC (the “Company”)
Noncompetition and Confidentiality Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Florida

THIS NONCOMPETITION AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made as of _________________________, by MEDICAL RESOURCES, INC., located at ____________________________________________________(“Covenantor”) in favor of the Company.

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CONSULTING AGREEMENT
Consulting Agreement • November 23rd, 2005 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • California

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”;

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Charles Fussell, Esq.
Legal Service Agreement • September 7th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine
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SETTLEMENT AGREEMENT
Settlement Agreement • April 17th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Colorado

AGREEMENT made and entered into as of this 10th day of January 2007, with respect to Yost et al.., Case No. 2005 CV 8902, in the District Court in and for Denver County, State of Colorado (the “Civil Action”), by an among the Plaintiffs in the Civil Action (hereinafter collectively referred to as the “Plaintiffs”) Banyan Corporation (“Defendant”) Chiropractic USA, Inc; Premier Medical Group, Inc. and Virtual Medical Systems, Inc. (hereinafter collectively referred to as the “Banyan Subsidiaries”), and Anderson Thompson Corporation, a Colorado corporation, Steven M. Feder, Steven M Feder PC d/b/a Feder Law Firm, Lloyd K. Parrish, (the Third-Party Defendants in said Civil Action hereinafter collectively referred to as the "Third Party Defendants") and Robert Simels and Larry Stanley (hereinafter collectively referred to as the "Other Parties”).

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Noel E. Guardi, Attorney at Law
Legal Service Agreement • December 28th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

You have asked me to provide legal consulting services to Banyan Corporation (the “Company“) and to represent it in connection with, certain securities and corporate matters, including, but not limited to compliance with the periodic reporting and beneficial ownership reporting requirements of the federal securities laws and the United States Securities Exchange Commission as appropriate, and such other matters as you may request from time to time, during the 2008 calendar year.

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HANS GASSNER
Consulting Agreement • December 4th, 2006 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

CONSULTING AGREEMENT (the “Agreement”) dated as of November 22, 2006 between Hans Gassner (the “Consultant”) and Banyan Corporation (the “Client”).

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INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Alberta

This independent contractor agreement (the “Agreement”) is dated as of March 1st, 2007, and is between BANYAN CORPORATION its subsidiaries and affiliated companies, (collectively referred to as the “Company”), and WILLOWBROOK CONSULTING LTD., an Alberta Corporation (the “Independent Contractor”).

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ROBERT B. SCHULTZ
Legal Service Agreement • December 28th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine
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GUARANTY
Guaranty • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

In consideration of, and as an inducement to, Seller to sell all its customer accounts and account agreements (collectively, the “Assets”) to PREMIER MEDICAL SERVICES, LLC (the “Purchaser”) and enter into the Asset Purchase Agreement executed simultaneously herewith, the undersigned hereby guarantees to Seller, and its successors and assigns, that the Purchaser shall timely and fully satisfy its monetary obligation to pay Seller 30% of Purchaser’s gross collections as required under Section 2.1 of the Asset Purchase Agreement. This is a guaranty of payment and not of collection. The undersigned must render any payment guaranteed herein, upon demand, if Purchaser fails or refuses to do so. For so long as the Purchaser is subject to any liability or obligation guaranteed hereunder, this guaranty is continuing and irrevocable. Except as expressly required above, the undersigned is not guarantying any other obligation of the Purchaser, including any shortfall payment owed under the last 2

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Noel E. Guardi, Attorney at Law 99 ROCKY RIDGE ROAD, P.O. BOX 381 PINECLIFFE, COLORADO 80471 TELEPHONE: 303-969-8886 FAX:303-969-8887 SECLAWYER@IONSKY.COM September 5, 2007
Legal Service Agreement • September 7th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

Mr. Cory Gelmon, President and Chief Financial Officer Banyan Corporation Suite 207, 5005 Elbow Drive S.W. Calgary, Alberta, Canada T2S 2T6

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ASSIGNMENT
Assignment • March 30th, 2007 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

THIS ASSIGNMENT (the “Assignment”) is dated as of the 12th day of March, 2007, is entered by Medical Resources, Inc., a Virginia corporation (“ASSIGNOR”) in favor of Premier Medical Services, LLC, a Florida limited liability company (the “ASSIGNEE”).

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MARKETING CONSULTANT AGREEMENT BY AND BETWEEN BANYAN CORP. AND DAVID E. WHITTEMORE
Marketing Consultant Agreement • August 27th, 2003 • Banyan Corp /Or/ • Electronic computers • Colorado
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AMENDING AGREEMENT RE: MANAGEMENT AGREEMENT
Management Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

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

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BANYAN CORPORATION 1925 Century Park East, Suite 500 Los Angeles, California 90067 February 8, 2006
Amendment to Conversion Price Agreement • April 17th, 2006 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company’s common stock, no par value per share (the “Common Stock”), originally issued by the Company to the investors listed in the signature pages hereto (collectively, the “Debt Instruments”) on November 8, 2004, February 16, 2005 and May 10, 2005, respectively.

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Stock Option Agreement
Stock Option Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Oregon
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OPERATING AGREEMENT FOR PREMIER SD, LLC
Operating Agreement • August 19th, 2005 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

This Operating Agreement (the “Operating Agreement”) is dated ______________ , 2005, and is between PREMIER HEALTH SERVICES, LLC, a Delaware limited liability company (“PHS,) and SOUTHERN DIAGNOSTICS, INC., a corporation organized under the laws of Colorado (“SD,” and collectively with PHS, the “Members”), and PREMIER SD, LLC, an Alaska limited liability company (the “Company”). The parties want to organize and operate a limited liability company under the Alaska Limited Liability Company Act (the “Act”), in accordance with the terms and subject to the conditions set forth below. The parties therefore agree as follows:

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