0001062993-04-000693 Sample Contracts

Stock Option Agreement
Stock Option Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Oregon
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AMENDING AGREEMENT RE: MANAGEMENT AGREEMENT
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;

Stock Option Agreement
Stock Option Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine • Oregon
THIS AGREEMENT made effective the 4th day of January, 2003. BETWEEN:
Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

Michael J. Gelmon, Businessman, of the City of Calgary, in the Province of Alberta, Canada (hereinafter referred to as "Gelmon")

Contract
Banyan Corp /Or/ • May 17th, 2004 • Services-offices & clinics of doctors of medicine

Banyan Corporation, a company formed pursuant to the laws of the State of Oregon with offices in Colorado Springs, Colorado (the Purchaser) hereby offers to purchase from Cory & Michael Gelmon, businessmen, of the City of Calgary, in the Province of Alberta, Canada (the Vendors ), the intellectual property for the business development plan of their Chiropractic USA concept (the Business ). Chiropractic USA is more fully detailed in Schedule A , attached hereto.

Management agreement between Chiropractic USA and Southern Healthcare
Management Agreement • May 17th, 2004 • Banyan Corp /Or/ • Services-offices & clinics of doctors of medicine

On June 26th, 2002 the Registrant publicly disseminated a press release announcing that its wholly owned subsidiary, Chiropractic USA, Inc., assigned its right to acquire a chain of Chiropractic clinics in Louisiana (the "Louisiana Clinics") to Southern Health Care, Inc., a newly formed Colorado holding company with no other assets, in exchange for a significant management agreement (the "Management Agreement") and franchise agreements. This assignment was undertaken at the request of the financial institution funding the acquisition to accommodate their desired organizational structure for the transaction. Southern Health Care, Inc., in exchange for the rights to purchase the Louisiana Clinics has agreed to the Management Agreement with Chiropractic USA, Inc. whereby all revenues and expenses from the operations of the Louisiana Clinics will flow through to Chiropractic USA, Inc. Chiropractic USA, Inc. will in turn provide all operational oversight, management, marketing and administr

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