CONSULTING AGREEMENT

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CONSULTING AGREEMENT

     CONSULTING AGREEMENT (the “Agreement”) dated as of February 29, 2008 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 ™ 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 40,000,000 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. 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. Tra