Noel E. Guardi, Attorney at Law
99 ROCKY RIDGEROAD, P.O. BOX 381
PINECLIFFFE, CO 80471
TELEPHONE 303-969-8886
FAX: 303-969-8887
SECLAWYER@IONSKY.COM
November 10, 2004
Mr. Michael Gelmon, Chief
Executive Officer
Mr. Cory Gelmon, President and Chief Financial Officer
Banyan Corporation
Suite 207, 5005 Elbow Drive S.W.
Calgary, Alberta, Canada T2S 2T6
Re: Legal Service Agreement
Dear Messrs. Gelmon:
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 securities
registration, periodic reporting, proxy solicitation and beneficial
ownership reporting requirements of the federal securities laws and
the United States Securities Exchange Commission as appropriate,
and such other matters as your may request from time to
time.
You
have asked me to propose an arrangement under which I would
function as a virtual in-house counsel for purposes of compliance
requirements and related matters with fees pursuant to a payment
schedule. I have prepared this summary of our agreement for your
approval.
The
schedule attached hereto sets forth the Company’s
requirements through November 14, 2005. Professional services
necessary to complete these items are included in the fees
described below. By my estimate, the matters within these
requirements will require approximately 400 hours to complete. Fees
for legal consulting services for such matters are $72,000 at
$180.00 per hour, a discount of 10% from my prevailing rate, split
$32,000 as a fixed fee for the registration statement and $40,000
as a fixed fee for the proxy statement and all other matters on the
schedule. For matters on the schedule there will be no charges for
the assistance of non-legal professional staff.
Messrs.
Michael and Cory Gelmon
Banyan Corporation
November 10, 2004
Page 2
I
propose to reduce the cash portion of fees for matters on the
schedule and accept approximately 25% of compensation in the form
of securities. This equates to fees of $54,000, divided into
$24,000 as a fixed fee for the registration statement and $30,000
as a fixed fee for the proxy statement and all of the matters on
the schedule. The monthly installment, to be treated as an earned
retainer, will be $2,500 payable in advance each month, with the
first and last month payable upon signing this agreement, plus
$12,000 in advance for the registration statement payable upon
signing this agreement with the balance of $12,000 due on the
effective date. In this alternative, the the remittance for fees
due upon signing this agreement is $17,000.
In
addition, the Company issue and deliver as a performance bonus, as
soon as possible, 150,000 shares of restricted stock and options to
purchase 150,000 shares of restricted stock at $.10 for five years
exercisable after one year from the date hereof. The shares and
options will be is
