SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                               BANYAN CORPORATION

              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Oregon                                  84-1346327
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

    4740 Forge Rd., Bldg. 112, Colorado Springs, Colorado           80907
   -------------------------------------------------------       ---------
     (Address of principal executive offices)                    (Zip code)


                          ----------------------------
                                  (Former Name)

                           2000 Equity Incentive Plan and
                           2001 Equity Incentive Plan
                   ------------------------------------------
                              (Full title of plan)

                               Lawrence A. Stanley

                                    President

                           4740 Forge Rd., Bldg. 112,
                        Colorado Springs, Colorado, 80907
                                  800-475-0707
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                 Jay Hait, Esq.
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370


                         CALCULATION OF REGISTRATION FEE

                         ===============================

                                                   Proposed
                                    Proposed       Maximum

Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per share(2)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares(2)       1,500,000     $187,500       $0.125         $ 50.00

                                                                   ---------
                                       Total registration fee     $ 50.00


(1) Estimated solely for the purpose of calculating the registration fee.

(2)  These shares of common stock are offered under the Registrant's 2000 Equity
     Incentive Plan and 2001 Equity Incentive Plan.  Pursuant to Rule 457(h)(1),
     the filing fee for the Shares of Common Stock  subject to options that have
     been granted is calculated  based upon the weighted  average of the various
     strike prices of such shares,  which is $5.00.  Pursuant to Rule 457(h)(1),
     the filing fee for the 1,500,000  shares of common stock subject to options
     that have not yet been granted is calculated  based upon the average of the
     bid and asked prices per Common  Share on May 14, 2001,  as reported on the
     OTC Pink Sheets, which was $0.125 per share.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Banyan Corporation(the  "Registrant") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

(1)  The Registrant's Annual Reports on Form 10-KSB for the years ended December
     31, 1999 and 2000;

(2)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     September 30, 2000;

(3)  The  Registrant's  current  report on Form 8-K filed with the Commission on
     October 31, 2000, and its amended Form 8-K filed on December 7,  2000; and

(4)  The  Registrant's  Registration  Statement on Form 10-SB and all amendments
     thereto  filed with the  Commission  between  May 14,  1999 and October 31,
     2000,  registering  the Shares of Common Stock under  Section  12(g) of the
     Securities Exchange Act of 1934 (the "Exchange Act").

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As an Oregon  corporation,  the Company is subject to the laws of the State
of Oregon governing private  corporations and the exculpation from liability and
indemnification  provisions contained therein.  Pursuant to Section 60.047(2)(d)
of the Oregon Revised Statutes ("ORS"),  the Company eliminates the liability of
it's directors to itself or its shareholders except for any liability related to
(i) breach of the duty of loyalty;  (ii) acts or omissions  not in good faith or
that  involve an  intentional  transaction  from which the  director  derived an
improper personal benefit.

     ORS Section 60.391 allows  corporations  to indemnify  their  directors and
officers against liability where the director or officer has acted in good faith
and with a reasonable  belief that actions  taken were in the best  interests of
the corporation or at least not opposed to the corporation's best interests and,
if in a criminal  proceeding,  the individual had no reasonable cause to believe
the conduct in  question  was  unlawful.  Under ORS  Sections  60.387 to 60.414,
corporations  may not  indemnify  a director  or officer  against  liability  in
connection  with a  claim  by or in the  right  of the  corporation  or for  any
improper  personal  benefit in which the director or officer was adjudged liable
to  the  corporation.  ORS  Section  60.394  mandates  indemnification  for  all
reasonable  expenses  incurred  in the  successful  defense of any claim made or
threatened  whether or not such claim was by or in the right of the corporation.
Finally,  pursuant to ORS Section 60.401, a court may order  indemnification  in
view of all the relevant  circumstances,  whether or not the director or officer
met the  good-faith and  reasonable  belief  standards of conduct set out in ORS
Section 60.391.

     ORS  Section  60.414  also  provides  that  the  statutory  indemnification
provisions  are not deemed  exclusive of any other rights to which  directors or
officers may be entitled  under a  corporation's  articles of  incorporation  or
bylaws,  any  agreement,  general or specific  action of the board of directors,
vote of shareholders or otherwise.

     The Articles  provide that the  Registrant  is required to indemnify to the
fullest extent not prohibited by law any current or former director who is made,
or  threatened  to be made, a party to an action or  proceeding by reason of the
fact that such  person  serves or served as a director  of the  Registrant.  The
Articles  also  provide  that the  Registrant  is  permitted to indemnify to the
fullest  extent not prohibited by law any current or former officer who is made,
or  threatened  to be made, a party to an action or  proceeding by reason of the
fact that such person is or was an officer of the Registrant.


   Article VI of the Registrant's by-laws provides as follows:

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 1. Non-Derivative Actions. Subject to the provisions of Sections 3,
and 6, below,  the corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of or arising  from the fact that he is or was a  director  or officer of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, partner or trustee of another corporation, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such action,  suit or  proceeding if (i) he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful,  or (ii) his act or omission  giving rise to such action,  suit or
proceeding is ratified,  adopted or confirmed by the  corporation or the benefit
thereof  received-by the  corporation.  The  termination of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action or  proceeding,  had  reasonable  cause to believe  his
conduct was unlawful, and settlement shall not constitute any evidence of any of
the foregoing.

Section  2.     Derivative Actions.     Subject to the provisions of Sections 3,
                -------------------
5 and 6F below, the corporation shall indemnify any person who was or is a party
or  is  threatened  to  he  made a party to any threatened, pending or completed
action  or  suit  by or in the right of the corporation to procure a judgment in
its  favor by reason of or arising from the fact that he is or was a director or
officer  of  the  corporation,  or  is  or  was  serving  at  the request of the
corporation  as  a director, officer, partner or trustee of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with  the defense or settlement of such action or suit if he M acted
in  good faith and in a manner he reasonably believed to be in or not opposed to
the  best  interests of the corporation, or (ii) his act or omission giving rise
to  such action or suit is ratified, adopted or con-firmed by the corporation or
the  benefit  thereof  received  by  the corporation; provided, however, that no
indemnification  shall  be  made  in respect to any claim, issue or matter as to
which  such  person  shall  have  been  adjudged  to he liable for negligence or
deliberate misconduct in  the performance of his duty to the corporation unless,
and only to the extent that, the court in which action or suit was brought shall
determine  upon  application  that, despite the adjudication of liability but in
view  of all the circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for  such  expenses  which the court shall deem proper.

Section  3.     Determination  of  Right  to  indemnification  in Certain Cases.
                ----------------------------------------------------------------
Subject  to  the  provisions  of Sections 5 an3 r,, below, indemnification under
Sections  I and 2 of this Article automatically shall be made by the corporation
unless it is expressly determined by a majority vote of a quorum of the Board of
Directors  consisting  of directors who were not parties to such action, suit or
proceeding,  or  if  such a quorum is not obtain-able, or, even if obtainable, a
quorum  of disinterested directors so directs, by independent legal counsel in a
written  opinion,  or  by a majority vote of the shareholders of the corporation
that  indemnification of the person who is or was an officer, or director, or is
or  was  serving  at  the  request  of the corporation, as an officer, director,
partner or trustee of another corporation, partnership, joint  venture, trust or
other  enterprise,  is not  proper  in  the circumstances because he has not met
the applicable standard of  conduct  set  forth  in  Section  1  or  2.

Section  4.     Indemnification  of  Persons  other  Than Officers or Directors.
                ----------------------------------------------------------------
In  the  event  any person not included with the group of persons referred to in
Sections 1 and 2 of this Article was or is a party or is threatened to be made a
party  to  any  threatened, pending or completed action, suit or proceeding of a
type  referred  to  in  Sections I and 2 of this Article by reason of or arising
from  the  fact that he is or was an employee or agent of the corporation, or is
or  was  serving  at  the  request of the corporation as an employee or agent of
another  corporation, partnership, joint venture, trust or other enterprise, the
Board of Directors of the corporation by a majority vote of a quorum (whether or
not  such  quorum  consists in whole or in part of directors who were parties to
such  action,  suit  or  proceeding) or the shareholders of the corporation by a
majority vote of the outstanding shares may, but shall not be required to, grant
to  such person a right of indemnification to the extent described in Sections 1
or  2  of this Article as if he were an officer or director referred to therein,
provided  that such person meets the applicable standard of conduct set forth in
such  Sections.

Section  5.     Successful  Defense.     Notwithstanding  any other provision of
                --------------------
Sections  1, 2, 3 or 4 of this Article, but subject to the provisions of Section
6  below,  if a director, officer, employee or agent is successful on the merits
or  otherwise  in  defense  of  any  action,  suit  or proceeding referred to in
Sections  1, 2 or 4 of this Article, or in defense of any claim, issue or matter
therein,  he  shall be indemnified against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by  him  in  connection  therewith.

Section 6.     Condition Precedent to Indemnification Under Sections 1, 2 or 5.
               -----------------------------------------------------------------
Any  person  who desires to receive the benefits otherwise conferred by Sections
2., 2 or 5 of this Article shall notify the corporation reasonably promptly that
he  has  been  named  a  defendant  to  an  action, suit or proceeding of a type
referred  to  in  Sections  I or 2 and that he intends to rely upon the right of
indemnification  described  in  Sections  1,  2 or 5 of this Article. The notice
shall  be in writinq and mailed via registered or certified mail, return receipt
requested,  to  the President of the corporation at the executive offices of the
corporation or, in the event the notice is from the President, to the registered
agent  of  the  corporation.  Failure  to  give the notice required hereby shall
entitle the Board of Directors of the corporation by a majority vote of a quorum
(consisting  of  directors who, insofar as indemnity of officers or directors is
concerned, were not parties to such action, suit or proceeding, but who, insofar
as  indemnity  of  employees  or  agents  is concerned, may or may not have been
parties)  or  the  shareholders  of  the  corporation  by a majority vote of the
outstanding  shares  of  the corporation to make a determination, 'in their sole
discretion,  that  such  failure  was  prejudicial  to  the  corporation  in the
circumstances  and  that, therefore, the right to indemnification referred to in
Sections 1, 2 or 5 of this Article shall be denied in its entirety or reduced in
amount.

Section  7.     Insurance.     At  the discretion of the Board of Directors, the
                ----------
corporation  may  purchase and maintain insurance on behalf of any person who is
or  was  a director, officer, employee or agent of the corporation, or is or was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out  of  his  status  as  such, whether or not the
corporation  would  have the power to indemnify him against such liability under
the  provisions  of  this  Section.

Section 8.     Former Officers and Directors.     The indemnification provisions
               ------------------------------
of  this  Article  VI  or  each  or any of said provisions individually shall be
extended to a person who has ceased to be a director, officer, employee or agent
and  shall  inure  to the bene-fit of the heirs, executors and administrators of
such  a  person.

Section  9.     Purpose  and Exclusivity.     The indemnification referred to in
                ------------------------
the  various  sections  of this Article shall be deemed to he in addition to and
not in lieu of any other rights to which those indemnified may be entitled under
any statute, rule or law or equity, agreement, vote of the shareholders or Board
of  Directors  or otherwise. The purpose of this Article is to augment, pursuant
to  ORS  57.260(3),  the  other  provisions  of  ORS  57.255  and  57.260.


Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index on Page E-1.

Item 9.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned hereby undertakes:

(a)     to file,  during any period in which  offers or sales are being made,  a
        post-effective amendment to this Registration Statement:

        (i)     to include any prospectus  required by section 10(a)( 3 ) of the
                Securities Act;

        (ii)    to reflect in the  prospectus  any facts or events arising after
                the effective date of this  Registration  Statement (or the most
                recent post-effective amendment thereof) which,  individually or
                in  the  aggregate,   represent  a  fundamental  change  in  the
                information set forth in this Registration Statement; and

        (iii)   to include any material  information with respect to the plan of
                distribution  not  previously  disclosed  in  this  Registration
                Statement or any  material  change to such  information  in this
                Registration Statement;


     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a post  effective  amendment  by these
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are  incorporated  by  reference  in  this  Registration
Statement.

(b)  that,  for the purposes of determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(c)  to remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(d)  That,for  purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     15(d) of the Exchange Act(and, where applicable, each filing of an employee
     benefits  plan's  annual  report  pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration  Statement shall
     be deemed to be a new  registration  statement  relating to the  securities
     offered  herein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.









                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Colorado Springs, State of Colorado, respectively, on
April 27, 2001.

                                    Banyan Corporation
                                     (Registrant)

                                    By:  /s/Lawrence A. Stanley
 April 27, 2001                         -----------------------
                                        Lawrence A. Stanley,
                                        Chief Executive Officer
                                        Principal Executive Officer

                                    By: /s/Lloyd K. Parrish
April 27, 2001                          -----------------------
                                        Lloyd K. Parrish Jr.
                                        Secretary


/s/Lawrence A. Stanley      President, Chairman and
- ----------------------    Chief Executive Officer   April 27, 2001
Lawrence A. Stanley

/s/Lloyd K. Parrish
- ----------------------    Director                  April 27, 2001
Lloyd K. Parrish Jr.








                                INDEX TO EXHIBITS

Exhibit                         Description

-------                         -----------


 3.01   Amended and Restated Amendment to Certificate of Incorporation*

 3.02   Amended By-Laws*

 5.01   Opinion and Consent of Jay J. Hait, Esq.

10.01   2000 Equity Incentive Plan

10.02   2001 Equity Incentive Plan

23.01   Consent of Gelfond Hochstadt Pangburn, P.C.

23.02   Consent of Jay J. Hait, Esq. (contained in Exhibit 5.01)

-----------------------------

*    Previously  filed as an exhibit to the Company's Form 10-SB and amendments
     thereto filed  with the  Commission  between May 14,  1999 and October 31,
     2000 and incorporated herein by reference.


<PAGE>
EX-10.01
                                  Banyan Corporation

                           2000 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of this 2000 Equity Incentive Plan (hereinafter  referred to as
the "Plan"),  is (1)to provide a special  incentive to selected  individuals who
have made  contributions  to the business  and success of Banyan  Corp.  and its
subsidiaries  (hereinafter  referred to as the "Company") (2) to provide special
incentives to selected  individuals who had previously made contributions to the
business and success of Banyan, Inc.(a private,  wholly-owned  subsidiary of the
Banyan  Corporation)  and who  previously  had been  awarded  special  incentive
options which were never exercised and which now have been  cancelled.  The Plan
is  designed  to  accomplish  this  purpose  by  offering  such  individuals  an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Bonuses (collectively "Awards").

2.   Administration

     The Plan shall be  administered  by a  committee  (the  "Committee")  to be
established  by the board of directors of the Company (the "Board") or the Board
acting as the Committee.  If a committee  administers the Plan, it shall consist
of three or more  members,  at least two of whom shall be neither an officer nor
an employee of the Company. (The Board acting as the Committee or the Committee
shall be referred to as the "Committee" herein.)

     The Committee shall have authority, consistent with the Plan,

(a)     To determine which individuals shall receive Awards under the Plan;

(b)     to  determine  the time or times when  Awards  shall be granted  and the
        number of Shares or other consideration to be subject to each Award;

(c)     as to Options,  to determine the exercise price of the Company's  shares
        of common stock ("Shares") subject to each Option, the method of payment
        of such price,  the time or times when each Option  becomes  exercisable
        and the  duration of the  exercise  period,  subject to the  limitations
        contained in Paragraph 6(b);

(d)     to prescribe the form or forms of the  instruments  evidencing any Award
        granted under the Plan and of any other  instruments  required under the
        Plan and to change such forms from time to time;

(e)     to adopt, amend and rescind rules and regulations for the administration
        of the Plan and the Awards and for its own acts and proceedings; and

(f)     to decide all questions and settle all  controversies and disputes which
        may arise in connection with the Plan. All decisions, determinations and
        interpretations  of the  Committee  shall  be  binding  on  all  parties
        concerned.


3. Participants

     The  Participants  in the Plan  shall be  employees,  officers,  directors,
consultants of the Company or any other parties who have made a contribution  to
the business and success of the Company, as may be selected from time to time by
the Board in its discretion.  Plan awards are available to Participants  only if
(A) they are natural persons; (B) they provide bona fide services to the issuer,
its parents,  its majority-owned  subsidiaries;  and (C) the services are not in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction,  and do not directly or indirectly promote or maintain a market for
the  Company's  securities.  In any grant of Awards  after  the  initial  grant,
Participants  who were previously  granted Awards under the Plan may be included
or excluded.

4.   Limitations

     No Awards shall be granted  under the Plan after  December  31,  2005,  but
Options  and other  Awards  theretofore  granted  may extend  beyond  that date.
Subject to adjustment as provided in Section 8 of the Plan, the number of Shares
which  may be issued  under the Plan  shall not  exceed  five  hundred  thousand
(500,000) in the aggregate. To the extent that any Option granted under the Plan
shall expire or terminate  unexercised or for any reason become unexercisable as
to any Shares subject thereto,  or if the  consideration  for any other Award is
not provided, such Shares shall thereafter be available for further grants under
the Plan, within the limit specified above.

5.   Shares to be Issued

     Shares to be issued  under the Plan may  constitute  an  original  issue of
authorized  Shares or may consist of previously  issued  Shares  acquired by the
Company, on the market or otherwise as shall be determined by the Committee. The
Board and the proper officers of the Company shall take any  appropriate  action
required for such issuance.

6.   Options

     Options  are rights by an  eligible  person to  purchase  Shares at a fixed
price for a stated period of time.  All Options  granted under the Plan shall be
subject to the following terms and conditions  (except as provided in Section 9)
and to such other terms and  conditions as the Committee  shall  determine to be
appropriate to accomplish the purposes of the Plan:

(a)       Exercise  Price.  The  exercise  price  under  each  Option  shall  be
          determined by the Committee and may be more, equal to or less than the
          then current  market price of the Shares as the  Committee may deem to
          be  appropriate:  provided,  however,  that in the event the Committee
          shall  determine  to  grant  an  Option  at less  than 85% of the then
          current  market price of the Shares,  such Option shall not be granted
          by the Committee without the prior approval of the board of directors.

(b)     Period of Options.  The period of an Option  shall not exceed five years
        from the date of grant.

                                        2



<PAGE>




(c)     Exercise of Options.

        (i)     Each  Option  shall be made  exercisable  at such time or times,
                whether or not in installments, as the Committee shall prescribe
                at the time the Option is granted.

        (ii)    A person  electing  to  exercise  an Option  shall give  written
                notice to the Company,  as specified  by the  Committee,  of his
                election and of the number of Shares he has elected to purchase,
                such notice to be accompanied  by such  instruments or documents
                as may be  required by the  Committee,  and shall at the time of
                such  exercise  tender the  purchase  price of the Shares he has
                elected to purchase.

(d)     Payment for  Issuance  of Shares.  Upon  exercise of any Option  granted
        hereunder,  payment in full  shall be made at the time of such  exercise
        for all such  Shares  then being  purchased.  The  Company  shall not be
        obligated  to issue any Shares  unless and until,  in the opinion of the
        Company's  counsel,  all  applicable  laws  and  regulations  have  been
        complied with,  nor, in the event the Shares at the time listed upon any
        stock  exchange,  unless  and  until the  Shares to be issued  have been
        listed or  authorized  to be added to the list upon  official  notice of
        issuance upon such exchange, nor unless or until all other legal matters
        in  connection  with the  issuance  and  delivery  of  Shares  have been
        approved by the Company's counsel.

(e)     Termination of Employment. If the Participant is an employee and his/her
        employment  terminates  for any reason  other than  his/her  death,  the
        Participant  may,  unless  discharged  for  cause,  thereafter  exercise
        his/her Option as provided below, but only to the extent the Participant
        was entitled to exercise the Option on the date when his/her  employment
        terminated.  If such  termination of employment is voluntary on the part
        of the  Participant,  he/she may exercise  his/her Option within 10 days
        after the date of termination of employment  (unless a longer period not
        in  excess  of  three  months  is  allowed  by the  Committee).  If such
        termination of employment is involuntary on the part of the Participant,
        he/she  may  exercise  his/her  Option  within 30 days after the date of
        termination of employment.  In no event,  however,  may such Participant
        exercise  his/her  Option  at a  time  when  the  Option  would  not  be
        exercisable  had the  Participant  remained  an  employee  or  when  the
        termination  was  for  cause.  For  purposes  of  this  section  (f),  a
        Participant's  employment shall not be considered terminated in the case
        of sick  leave or other  bona  fide  leave of  absence  approved  by the
        Company or a subsidiary,  or in the case of a transfer to the employment
        of a subsidiary or to the employment of the Company.  Anything herein to
        the contrary  notwithstanding,  an Option may be  exercised  only to the
        extent  exercisable on the date of termination of employment by death or
        otherwise.

(f)     Retirement  or  Resignation.  If  prior  to  the  expiration  date  of a
        Participant's  Option  an  optionee  shall  retire  or  resign  with the
        Company's  consent such Option may be exercised in the same manner as if
        the Optionee had continued in the Company's employ;  provided,  however,
        the  Committee  may  terminate,  at any  time  prior  to  exercise,  all
        unexercised  Options if it shall determine that the retired or resigning
        optionee  has  engaged  in any  activity  detrimental  to the  Company's
        interest.

                                        3




<PAGE>

(g)     Death.  If a  Participant  dies at a time  when  he/she is  entitled  to
        exercise an Option,  then at any time or times within one (1) year after
        his/her  death (or such further  period as the Committee may allow) such
        Option  may be  exercised,  as to all or  any of the  Shares  which  the
        Participant was entitled to purchase immediately prior to his/her death,
        by his/her  executor or  administrator  or the person or persons to whom
        the Option is transferred by will or the applicable  laws of descent and
        distribution, and except as so exercised such Option shall expire at the
        end of such Option period.  In no event may an Option be exercised after
        the expiration of the Option period.

(h)     Replacement  Options.  The Company may grant  Options  under the Plan on
        terms  differing  from those provided for where such Options are granted
        in substitution for Options held by employees of other  corporations who
        concurrently  become  employees  of the Company or a  subsidiary  as the
        result  of a  merger,  consolidation  or  other  reorganization  of  the
        employing corporation with the Company or subsidiary, or the acquisition
        by the Company or a subsidiary of the business, property or stock of the
        employing  corporation.  The  Committee  may direct that the  substitute
        Options  be  granted  on such  terms  and  conditions  as the  Committee
        considers appropriate in the circumstances.

(i)     Changes  in Stock.  In the  event of a stock  dividend,  stock  split or
        recapitalization  or  merger  in  which  the  Company  is the  surviving
        corporation,  or other similar  capital  change,  the number and kind of
        shares of stock or  securities  of the Company to be subject to the Plan
        and to Options then outstanding or to be granted thereunder, the maximum
        number  of Shares or  securities  which may be issued or sold  under the
        Plan,  the  exercise  price  and  other  relevant  provisions  shall  be
        appropriately  adjusted by the  Committee,  the  determination  of which
        shall be binding on all persons.

7.   Restricted Stock

     A Restricted  Stock Award is an offer by the Company to sell to an eligible
person Shares that are subject to restrictions.  The Committee will determine to
whom an offer will be made,  the number of Shares the person may  purchase,  the
price to be paid (the "Purchase  Price"),  the  restrictions to which the Shares
will be subject,  and all other terms and  conditions  of the  Restricted  Stock
Award, subject to the following:

(a)     Form of Restricted  Stock Award.  All purchases under a Restricted Stock
        Award made pursuant to this Plan will be evidenced by an Award Agreement
        ("Restricted Stock Purchase Agreement") that will be in such form (which
        need not be the same for each  Participant)  as the Committee  will from
        time to time  approve,  and will comply with and be subject to the terms
        and  conditions  of this  Plan.  The offer of  Restricted  Stock will be
        accepted by the  Participant's  execution and delivery of the Restricted
        Stock Purchase  Agreement and full payment for the Shares to the Company
        within  thirty  (30) days from the date the  Restricted  Stock  Purchase
        Agreement is  delivered  to the person.  If such person does not execute
        and deliver the  Restricted  Stock  Purchase  Agreement  along with full
        payment for the Shares to the Company within thirty (30) days,  then the
        offer will terminate, unless otherwise determined by the Committee.

(b)     Purchase  Price.  The  Purchase  Price  of  Shares  sold  pursuant  to a
        Restricted  Stock Award will be  determined by the Committee on the date
        the Restricted Stock Award is granted.

                                        4





<PAGE>


(c) Fair Market Value shall mean, as of any date,  the value of the common stock
of the Company determined as follows:

        (1)     If the common stock is listed on any established stock exchange,
                or traded on the Nasdaq  National  Market,  the Nasdaq  SmallCap
                Market,  or the OTC Bulletin  Board,  the Fair Market Value of a
                share of common stock shall be the closing  sales price for such
                stock (or the closing bid, if no sales were  reported) as quoted
                on such  exchange or market (or the  exchange or market with the
                greatest  volume of trading in common  stock) on the last market
                trading  day prior to the day of  determination,  as reported in
                the Wall Street  Journal or such other source as the Board deems
                reliable; (2) if such common stock is publicly traded but is not
                quoted on an exchange or market listed in subparagraph (1) above
                the average of the  closing bid and asked  prices on the date of
                determination; or (3) if none of the foregoing is applicable, by
                the Committee in good faith.

(d)     Terms of  Restricted  Stock  Awards.  Restricted  Stock  Awards shall be
        subject  to  such  restrictions  as  the  Committee  may  impose.  These
        restrictions may be based upon completion of a specified number of years
        of service with the Company or upon completion of the performance  goals
        as set out in advance in the Participant's  individual  Restricted Stock
        Purchase Agreement. Restricted Stock Awards may vary from Participant to
        Participant and between groups of Participants.

        Prior to the grant of a Restricted Stock Award, the Committee shall:

        (i)     determine   the  nature,   length  and  starting   date  of  any
                Performance Period for the Restricted Stock Award;

        (ii)    select from among the Performance  Factors to be used to measure
                performance goals, if any; and

        (iii)   determine  the  number  of  Shares  that may be  awarded  to the
                Participant.

        Prior to the payment of any Restricted  Stock Award, the Committee shall
        determine  the  extent to which  such  Restricted  Stock  Award has been
        earned. Performance Periods may overlap and Participants may participate
        simultaneously  with respect to Restricted Stock Awards that are subject
        to different  Performance Periods and having different performance goals
        and other criteria.

(e)     Termination  During  Performance  Period. If a Participant is Terminated
        during a Performance  Period for any reason,  then such Participant will
        be  entitled  to payment  (whether in Shares,  cash or  otherwise)  with
        respect to the  Restricted  Stock Award only to the extent  earned as of
        the date of Termination in accordance with the Restricted Stock Purchase
        Agreement, unless the Committee will determine otherwise.

                                        5



<PAGE>

8.   Payment for Share Purchases

(a)     Payment.  Payment  for Shares  purchased  under an option  agreement  or
        restricted  stock award  pursuant  to this Plan may be made in cash,  by
        check, or, where expressly approved for the Participant by the Committee
        and where permitted by law:

        (i)     by   cancellation   of   indebtedness  of  the  Company  to  the
                Participant;

        (ii) by surrender of Shares that either:

                (1)     have been owned by Participant  for more than six months
                        and have been paid for  within  the  meaning of SEC Rule
                        144 (and, if such shares were purchased from the Company
                        by use of a  promissory  note,  such note has been fully
                        paid with respect to such shares); or

                (2)     were obtained by Participant in the public market;

        (iii)   by tender of a full recourse  promissory  note having such terms
                as may be approved by the  Committee  and bearing  interest at a
                rate sufficient to avoid imputation of income under Sections 483
                and 1274 of the Code; provided,  however,  that Participants who
                are not  employees  or  directors  of the  Company  will  not be
                entitled to purchase  Shares with a  promissory  note unless the
                note is adequately secured by collateral other than the Shares;

        (iv)    by waiver of compensation  due or accrued to the Participant for
                services rendered;

        (v)     with respect only to purchases  upon exercise of an Option,  and
                provided that a public market for the Company's stock exists:

                (1)     through   a  "same  day   sale"   commitment   from  the
                        Participant and a broker-dealer  that is a member of the
                        National  Association  of  Securities  Dealers (an "NASD
                        Dealer") whereby the Participant  irrevocably  elects to
                        exercise  the Option and to sell a portion of the Shares
                        so purchased to pay for the Exercise Price,  and whereby
                        the NASD Dealer irrevocably commits upon receipt of such
                        Shares to forward  the  Exercise  Price  directly to the
                        Company; or

                (2)     through a "margin" commitment from the Participant and a
                        NASD Dealer whereby the Participant  irrevocably  elects
                        to  exercise  the  Option  and to pledge  the  Shares so
                        purchased  to the NASD  Dealer  in a margin  account  as
                        security  for a loan from the NASD  Dealer in the amount
                        of the  Exercise  Price,  and  whereby  the NASD  Dealer
                        irrevocably  commits  upon  receipt  of such  Shares  to
                        forward the Exercise Price directly to the Company; or

        (vi) by any combination of the foregoing.

                                        6
<PAGE>


(b)     Loan  Guarantees.  The Committee may help the Participant pay for Shares
        purchased under this Plan by authorizing a guarantee by the Company of a
        third-party loan to the Participant.

9.   Stock Bonuses

(a)     Awards of Stock Bonuses.  A Stock Bonus is an award of Shares (which may
        consist of  Restricted  Stock) for services  rendered to the Company . A
        Stock Bonus may be awarded  for past  services  already  rendered to the
        Company,  pursuant to an Award  Agreement (the "Stock Bonus  Agreement")
        that  will  be in  such  form  (which  need  not be the  same  for  each
        Participant)  as the Committee will from time to time approve,  and will
        comply with and be subject to the terms and  conditions  of this Plan. A
        Stock Bonus may be awarded upon  satisfaction of such performance  goals
        as  are  set  out  in  advance  in the  Participant's  individual  Award
        Agreement (the "Performance Stock Bonus Agreement") that will be in such
        form (which need not be the same for each  Participant) as the Committee
        will from time to time  approve,  and will comply with and be subject to
        the terms and  conditions  of this  Plan.  Stock  Bonuses  may vary from
        Participant to Participant and between groups of  Participants,  and may
        be based upon the  achievement  of the  Company or a  subsidiary  and/or
        individual  performance  factors  or upon  such  other  criteria  as the
        Committee may determine.

(b)     Terms of Stock  Bonuses.  The  Committee  will  determine  the number of
        Shares to be awarded  to the  Participant.  If the Stock  Bonus is being
        earned  upon  the  satisfaction  of  performance  goals  pursuant  to  a
        Performance  Stock  Bonus  Agreement,   then  the  Committee  will:  (a)
        determine the nature, length and starting date of any Performance Period
        for each Stock Bonus;  (b) select from among the Performance  Factors to
        be used to measure the performance, if any; and (c) determine the number
        of Shares that may be awarded to the  Participant.  Prior to the payment
        of any Stock Bonus,  the Committee  shall  determine the extent to which
        such Stock Bonuses have been earned. Performance Periods may overlap and
        Participants  may  participate  simultaneously  with  respect  to  Stock
        Bonuses that are subject to different  Performance Periods and different
        performance goals and other criteria.  The number of Shares may be fixed
        or may vary in accordance  with such  performance  goals and criteria as
        may be  determined  by the  Committee.  The  Committee  may  adjust  the
        performance  goals  applicable to the Stock Bonuses to take into account
        changes in law and accounting or tax rules and to make such  adjustments
        as the Committee deems necessary or appropriate to reflect the impact of
        extraordinary  or  unusual  items,  events  or  circumstances  to  avoid
        windfalls or hardships.

(c)     Form  of  Payment.  The  earned  portion  of a Stock  Bonus  may be paid
        currently  or  on a  deferred  basis  with  such  interest  or  dividend
        equivalent, if any, as the Committee may determine.  Payment may be made
        in the form of cash or whole Shares or a combination thereof,  either in
        a lump  sum  payment  or in  installments,  all as  the  Committee  will
        determine.

10.  Use of Proceeds from Stock

     Proceeds  from the sale of stock  pursuant to the Awards  shall  constitute
general funds of the Company.

                                        7




<PAGE>


11.  Withholding Taxes

(a)     Withholding Generally.  Whenever Shares are to be issued in satisfaction
        of  Awards  granted  under  this  Plan,  the  Company  may  require  the
        Participant  to remit to the  Company  an amount  sufficient  to satisfy
        federal,  state  and local  withholding  tax  requirements  prior to the
        delivery of any certificate or certificates  for such Shares.  Whenever,
        under this Plan,  payments in  satisfaction  of Awards are to be made in
        cash,  such  payment  will be net of an  amount  sufficient  to  satisfy
        federal, state, and local withholding tax requirements.

(b)     Stock Withholding. When, under applicable tax laws, a Participant incurs
        tax  liability in  connection  with the exercise or vesting of any Award
        that is subject to tax  withholding  and the Participant is obligated to
        pay the Company the amount required to be withheld, the Committee may in
        its sole  discretion  allow  the  Participant  to  satisfy  the  minimum
        withholding tax obligation by electing to have the Company withhold from
        the Shares to be issued that number of Shares having a Fair Market Value
        equal to the minimum amount  required to be withheld,  determined on the
        date that the  amount of tax to be  withheld  is to be  determined.  All
        elections by a Participant to have Shares withheld for this purpose will
        be made in accordance with the requirements established by the Committee
        and be in writing in a form acceptable to the Committee

12.  Privileges of Stock Ownership

     No Participant will have any of the rights of a stockholder with respect to
any Shares  until the Shares are  issued to the  Participant.  After  Shares are
issued to the  Participant,  the Participant  will be a stockholder and have all
the rights of a stockholder with respect to such Shares,  including the right to
vote and receive all dividends or other  distributions made or paid with respect
to such Shares;  provided,  that if such Shares are Restricted  Stock,  then any
new,  additional or different  securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock  dividend,  stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same  restrictions as the Restricted  Stock;  provided,  further,
that the Participant  will have no right to retain such stock dividends or stock
distributions  with respect to Shares that are repurchased at the  Participant's
original Purchase Price.

13.  Requirements

(a)     Investment Representations. The Company may require from the Participant
        such investment representation or such agreement, if any, as counsel for
        the Company may  consider  necessary  in order to comply with the United
        States  Securities  Act of 1933 as then in effect,  and may require that
        the  Participant  agree that any sale of the Shares will be made only in
        such manner as is permitted by the Committee and that a Participant will
        notify the Company when he/she  intends to make any  disposition  of the
        Shares whether by sale, gift or otherwise.  The  Participant  shall take
        any action  reasonably  requested by the Company in such  connection.  A
        Participant  shall  have the rights of a  stockholder  only as to Shares
        actually acquired by him/her under the Plan.

(b)     Transferability.  No  Awards  may  be  transferred  by  the  Participant
        otherwise than by will or by the laws of descent and  distribution,  and
        during the  Participant's  lifetime  Options  may be  exercised  and the
        consideration for othe Awards provided only by the Participant.

                                        8


<PAGE>

14.  Employment Rights

     The  adoption of the Plan or the  granting of an Award does not confer upon
any individual any right to employment or continued  employment with the Company
or a  subsidiary,  as the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate  the  employment of any of its
employees at any time.

15.  Amendment

     The Committee may at any time discontinue  granting Options under the Plan.
The Committee  may at any time or times amend the Plan or amend any  outstanding
Option or Options for the purpose of satisfying the  requirements of any changes
in applicable laws or regulations or for any other purpose which may at the time
be permitted by law  provided,  however,  that no such  amendment  shall void or
diminish Options previously granted without the consent of the Participant,  nor
shall any amendment  increase or accelerate the conditions and actions  required
for the exercise of an Option unless the Participant  shall have been discharged
from the company's employment for cause.

                        Adopted by the Board of Directors
                              on April 27, 2001


                                        9


<PAGE>
EX-10.02

                           2001 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of this 2001 Equity Incentive Plan (hereinafter  referred to as
the "Plan"),  is (1)to provide a special  incentive to selected  individuals who
have made  contributions  to the business  and success of Banyan  Corp.  and its
subsidiaries  (hereinafter  referred to as the "Company") (2) to provide special
incentives to selected  individuals who had previously made contributions to the
business and success of Banyan Corp. and who previously had been awarded special
incentive  options which were never exercised and which now have been cancelled.
The Plan is designed to accomplish this purpose by offering such  individuals an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Bonuses (collectively "Awards").

2.   Administration

     The Plan shall be  administered  by a  committee  (the  "Committee")  to be
established  by the board of directors of the Company (the "Board") or the Board
acting as the Committee.  If a committee  administers the Plan, it shall consist
of three or more  members,  at least two of whom shall be neither an officer nor
an employee of the Company. (The Board acting as the Committee or the Committee
shall be referred to as the "Committee" herein.)

     The Committee shall have authority, consistent with the Plan,

(a)     To determine which individuals shall receive Awards under the Plan;

(b)     to  determine  the time or times when  Awards  shall be granted  and the
        number of Shares or other consideration to be subject to each Award;

(c)     as to Options,  to determine the exercise price of the Company's  shares
        of common stock ("Shares") subject to each Option, the method of payment
        of such price,  the time or times when each Option  becomes  exercisable
        and the  duration of the  exercise  period,  subject to the  limitations
        contained in Paragraph 6(b);

(d)     to prescribe the form or forms of the  instruments  evidencing any Award
        granted under the Plan and of any other  instruments  required under the
        Plan and to change such forms from time to time;

(e)     to adopt, amend and rescind rules and regulations for the administration
        of the Plan and the Awards and for its own acts and proceedings; and

(f)     to decide all questions and settle all  controversies and disputes which
        may arise in connection with the Plan. All decisions, determinations and
        interpretations  of the  Committee  shall  be  binding  on  all  parties
        concerned.

1
<PAGE>
3. Participants

     The  Participants  in the Plan  shall be  employees,  officers,  directors,
consultants of the Company or any other parties who have made a contribution  to
the business and success of the Company, as may be selected from time to time by
the Board in its discretion.  Plan awards are available to Participants  only if
(A) they are natural persons; (B) they provide bona fide services to the issuer,
its parents,  its majority-owned  subsidiaries;  and (C) the services are not in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction,  and do not directly or indirectly promote or maintain a market for
the  Company's  securities.  In any grant of Awards  after  the  initial  grant,
Participants  who were previously  granted Awards under the Plan may be included
or excluded.

4.   Limitations

     No Awards shall be granted  under the Plan after  December  31,  2006,  but
Options  and other  Awards  theretofore  granted  may extend  beyond  that date.
Subject to adjustment as provided in Section 8 of the Plan, the number of Shares
which may be issued under the Plan shall not exceed one  (1,000,000)  million in
the aggregate. To the extent that any Option granted under the Plan shall expire
or terminate unexercised or for any reason become unexercisable as to any Shares
subject thereto,  or if the  consideration  for any other Award is not provided,
such Shares shall  thereafter  be available  for further  grants under the Plan,
within the limit specified above.

5.   Shares to be Issued

     Shares to be issued  under the Plan may  constitute  an  original  issue of
authorized  Shares or may consist of previously  issued  Shares  acquired by the
Company, on the market or otherwise as shall be determined by the Committee. The
Board and the proper officers of the Company shall take any  appropriate  action
required for such issuance.

6.   Options

     Options  are rights by an  eligible  person to  purchase  Shares at a fixed
price for a stated period of time.  All Options  granted under the Plan shall be
subject to the following terms and conditions  (except as provided in Section 9)
and to such other terms and  conditions as the Committee  shall  determine to be
appropriate to accomplish the purposes of the Plan:

(a)     Exercise Price. The exercise price under each Option shall be determined
        by the Committee and may be more, equal to or less than the then current
        market price of the Shares as the Committee may deem to be  appropriate:
        provided, however, that in the event the  Committee shall determine
        to grant an Option at less than 85% of the then current  market price of
        the  Shares,  such Option  shall not be granted by the   Committee
        without the prior approval of the board of directors.

(b)     Period of Options.  The period of an Option  shall not exceed five years
        from the date of grant.

                                        2

<PAGE>
(c)     Exercise of Options.

        (i)     Each  Option  shall be made  exercisable  at such time or times,
                whether or not in installments, as the Committee shall prescribe
                at the time the Option is granted.

        (ii)    A person  electing  to  exercise  an Option  shall give  written
                notice to the Company,  as specified  by the  Committee,  of his
                election and of the number of Shares he has elected to purchase,
                such notice to be accompanied  by such  instruments or documents
                as may be  required by the  Committee,  and shall at the time of
                such  exercise  tender the  purchase  price of the Shares he has
                elected to purchase.

(d)     Payment for  Issuance  of Shares.  Upon  exercise of any Option  granted
        hereunder,  payment in full  shall be made at the time of such  exercise
        for all such  Shares  then being  purchased.  The  Company  shall not be
        obligated  to issue any Shares  unless and until,  in the opinion of the
        Company's  counsel,  all  applicable  laws  and  regulations  have  been
        complied with,  nor, in the event the Shares at the time listed upon any
        stock  exchange,  unless  and  until the  Shares to be issued  have been
        listed or  authorized  to be added to the list upon  official  notice of
        issuance upon such exchange, nor unless or until all other legal matters
        in  connection  with the  issuance  and  delivery  of  Shares  have been
        approved by the Company's counsel.

(e)     Termination of Employment. If the Participant is an employee and his/her
        employment  terminates  for any reason  other than  his/her  death,  the
        Participant  may,  unless  discharged  for  cause,  thereafter  exercise
        his/her Option as provided below, but only to the extent the Participant
        was entitled to exercise the Option on the date when his/her  employment
        terminated.  If such  termination of employment is voluntary on the part
        of the  Participant,  he/she may exercise  his/her Option within 10 days
        after the date of termination of employment  (unless a longer period not
        in  excess  of  three  months  is  allowed  by the  Committee).  If such
        termination of employment is involuntary on the part of the Participant,
        he/she  may  exercise  his/her  Option  within 30 days after the date of
        termination of employment.  In no event,  however,  may such Participant
        exercise  his/her  Option  at a  time  when  the  Option  would  not  be
        exercisable  had the  Participant  remained  an  employee  or  when  the
        termination  was  for  cause.  For  purposes  of  this  section  (f),  a
        Participant's  employment shall not be considered terminated in the case
        of sick  leave or other  bona  fide  leave of  absence  approved  by the
        Company or a subsidiary,  or in the case of a transfer to the employment
        of a subsidiary or to the employment of the Company.  Anything herein to
        the contrary  notwithstanding,  an Option may be  exercised  only to the
        extent  exercisable on the date of termination of employment by death or
        otherwise.

(f)     Retirement  or  Resignation.  If  prior  to  the  expiration  date  of a
        Participant's  Option  an  optionee  shall  retire  or  resign  with the
        Company's  consent such Option may be exercised in the same manner as if
        the Optionee had continued in the Company's employ;  provided,  however,
        the  Committee  may  terminate,  at any  time  prior  to  exercise,  all
        unexercised  Options if it shall determine that the retired or resigning
        optionee  has  engaged  in any  activity  detrimental  to the  Company's
        interest.

                                        3

<PAGE>
(g)     Death.  If a  Participant  dies at a time  when  he/she is  entitled  to
        exercise an Option,  then at any time or times within one (1) year after
        his/her  death (or such further  period as the Committee may allow) such
        Option  may be  exercised,  as to all or  any of the  Shares  which  the
        Participant was entitled to purchase immediately prior to his/her death,
        by his/her  executor or  administrator  or the person or persons to whom
        the Option is transferred by will or the applicable  laws of descent and
        distribution, and except as so exercised such Option shall expire at the
        end of such Option period.  In no event may an Option be exercised after
        the expiration of the Option period.

(h)     Replacement  Options.  The Company may grant  Options  under the Plan on
        terms  differing  from those provided for where such Options are granted
        in substitution for Options held by employees of other  corporations who
        concurrently  become  employees  of the Company or a  subsidiary  as the
        result  of a  merger,  consolidation  or  other  reorganization  of  the
        employing corporation with the Company or subsidiary, or the acquisition
        by the Company or a subsidiary of the business, property or stock of the
        employing  corporation.  The  Committee  may direct that the  substitute
        Options  be  granted  on such  terms  and  conditions  as the  Committee
        considers appropriate in the circumstances.

(i)     Changes  in Stock.  In the  event of a stock  dividend,  stock  split or
        recapitalization  or  merger  in  which  the  Company  is the  surviving
        corporation,  or other similar  capital  change,  the number and kind of
        shares of stock or  securities  of the Company to be subject to the Plan
        and to Options then outstanding or to be granted thereunder, the maximum
        number  of Shares or  securities  which may be issued or sold  under the
        Plan,  the  exercise  price  and  other  relevant  provisions  shall  be
        appropriately  adjusted by the  Committee,  the  determination  of which
        shall be binding on all persons.

7.   Restricted Stock

     A Restricted  Stock Award is an offer by the Company to sell to an eligible
person Shares that are subject to restrictions.  The Committee will determine to
whom an offer will be made,  the number of Shares the person may  purchase,  the
price to be paid (the "Purchase  Price"),  the  restrictions to which the Shares
will be subject,  and all other terms and  conditions  of the  Restricted  Stock
Award, subject to the following:

(a)     Form of Restricted  Stock Award.  All purchases under a Restricted Stock
        Award made pursuant to this Plan will be evidenced by an Award Agreement
        ("Restricted Stock Purchase Agreement") that will be in such form (which
        need not be the same for each  Participant)  as the Committee  will from
        time to time  approve,  and will comply with and be subject to the terms
        and  conditions  of this  Plan.  The offer of  Restricted  Stock will be
        accepted by the  Participant's  execution and delivery of the Restricted
        Stock Purchase  Agreement and full payment for the Shares to the Company
        within  thirty  (30) days from the date the  Restricted  Stock  Purchase
        Agreement is  delivered  to the person.  If such person does not execute
        and deliver the  Restricted  Stock  Purchase  Agreement  along with full
        payment for the Shares to the Company within thirty (30) days,  then the
        offer will terminate, unless otherwise determined by the Committee.

(b)     Purchase  Price.  The  Purchase  Price  of  Shares  sold  pursuant  to a
        Restricted  Stock Award will be  determined by the Committee on the date
        the Restricted Stock Award is granted.

                                        4
<PAGE>
(c)  Fair Market Value shall mean, as of any date, the value of the common stock
     of the Company determined as follows:

        (1)     If the common stock is listed on any established stock exchange,
                or traded on the Nasdaq  National  Market,  the Nasdaq  SmallCap
                Market,  or the OTC Bulletin  Board,  the Fair Market Value of a
                share of common stock shall be the closing  sales price for such
                stock (or the closing bid, if no sales were  reported) as quoted
                on such  exchange or market (or the  exchange or market with the
                greatest  volume of trading in common  stock) on the last market
                trading  day prior to the day of  determination,  as reported in
                the Wall Street  Journal or such other source as the Board deems
                reliable; (2) if such common stock is publicly traded but is not
                quoted on an exchange or market listed in subparagraph (1) above
                the average of the  closing bid and asked  prices on the date of
                determination; or (3) if none of the foregoing is applicable, by
                the Committee in good faith.

(d)     Terms of  Restricted  Stock  Awards.  Restricted  Stock  Awards shall be
        subject  to  such  restrictions  as  the  Committee  may  impose.  These
        restrictions may be based upon completion of a specified number of years
        of service with the Company or upon completion of the performance  goals
        as set out in advance in the Participant's  individual  Restricted Stock
        Purchase Agreement. Restricted Stock Awards may vary from Participant to
        Participant and between groups of Participants.

        Prior to the grant of a Restricted Stock Award, the Committee shall:

        (i)     determine   the  nature,   length  and  starting   date  of  any
                Performance Period for the Restricted Stock Award;

        (ii)    select from among the Performance  Factors to be used to measure
                performance goals, if any; and

        (iii)   determine  the  number  of  Shares  that may be  awarded  to the
                Participant.

        Prior to the payment of any Restricted  Stock Award, the Committee shall
        determine  the  extent to which  such  Restricted  Stock  Award has been
        earned. Performance Periods may overlap and Participants may participate
        simultaneously  with respect to Restricted Stock Awards that are subject
        to different  Performance Periods and having different performance goals
        and other criteria.

(e)     Termination  During  Performance  Period. If a Participant is Terminated
        during a Performance  Period for any reason,  then such Participant will
        be  entitled  to payment  (whether in Shares,  cash or  otherwise)  with
        respect to the  Restricted  Stock Award only to the extent  earned as of
        the date of Termination in accordance with the Restricted Stock Purchase
        Agreement, unless the Committee will determine otherwise.

                                        5
<PAGE>
8.   Payment for Share Purchases

(a)     Payment.  Payment  for Shares  purchased  under an option  agreement  or
        restricted  stock award  pursuant  to this Plan may be made in cash,  by
        check, or, where expressly approved for the Participant by the Committee
        and where permitted by law:

        (i)     by   cancellation   of   indebtedness  of  the  Company  to  the
                Participant;

        (ii)    by surrender of Shares that either:

                (1)     have been owned by Participant  for more than one year
                        and have been paid for  within  the  meaning of SEC Rule
                        144 (and, if such shares were purchased from the Company
                        by use of a  promissory  note,  such note has been fully
                        paid with respect to such shares); or

                (2)     were obtained by Participant in the public market;

        (iii)   by tender of a full recourse  promissory  note having such terms
                as may be approved by the  Committee  and bearing  interest at a
                rate sufficient to avoid imputation of income under Sections 483
                and 1274 of the Code; provided,  however,  that Participants who
                are not  employees  or  directors  of the  Company  will  not be
                entitled to purchase  Shares with a  promissory  note unless the
                note is adequately secured by collateral other than the Shares;

        (iv)    by waiver of compensation  due or accrued to the Participant for
                services rendered;

        (v)     with respect only to purchases  upon exercise of an Option,  and
                provided that a public market for the Company's stock exists:

                (1)     through   a  "same  day   sale"   commitment   from  the
                        Participant and a broker-dealer  that is a member of the
                        National  Association  of  Securities  Dealers (an "NASD
                        Dealer") whereby the Participant  irrevocably  elects to
                        exercise  the Option and to sell a portion of the Shares
                        so purchased to pay for the Exercise Price,  and whereby
                        the NASD Dealer irrevocably commits upon receipt of such
                        Shares to forward  the  Exercise  Price  directly to the
                        Company; or

                (2)     through a "margin" commitment from the Participant and a
                        NASD Dealer whereby the Participant  irrevocably  elects
                        to  exercise  the  Option  and to pledge  the  Shares so
                        purchased  to the NASD  Dealer  in a margin  account  as
                        security  for a loan from the NASD  Dealer in the amount
                        of the  Exercise  Price,  and  whereby  the NASD  Dealer
                        irrevocably  commits  upon  receipt  of such  Shares  to
                        forward the Exercise Price directly to the Company; or

        (vi)    by any combination of the foregoing.

                                        6

<PAGE>
(b)     Loan  Guarantees.  The Committee may help the Participant pay for Shares
        purchased under this Plan by authorizing a guarantee by the Company of a
        third-party loan to the Participant.

9.   Stock Bonuses

(a)     Awards of Stock Bonuses.  A Stock Bonus is an award of Shares (which may
        consist of  Restricted  Stock) for services  rendered to the Company . A
        Stock Bonus may be awarded  for past  services  already  rendered to the
        Company,  pursuant to an Award  Agreement (the "Stock Bonus  Agreement")
        that  will  be in  such  form  (which  need  not be the  same  for  each
        Participant)  as the Committee will from time to time approve,  and will
        comply with and be subject to the terms and  conditions  of this Plan. A
        Stock Bonus may be awarded upon  satisfaction of such performance  goals
        as  are  set  out  in  advance  in the  Participant's  individual  Award
        Agreement (the "Performance Stock Bonus Agreement") that will be in such
        form (which need not be the same for each  Participant) as the Committee
        will from time to time  approve,  and will comply with and be subject to
        the terms and  conditions  of this  Plan.  Stock  Bonuses  may vary from
        Participant to Participant and between groups of  Participants,  and may
        be based upon the  achievement  of the  Company or a  subsidiary  and/or
        individual  performance  factors  or upon  such  other  criteria  as the
        Committee may determine.

(b)     Terms of Stock  Bonuses.  The  Committee  will  determine  the number of
        Shares to be awarded  to the  Participant.  If the Stock  Bonus is being
        earned  upon  the  satisfaction  of  performance  goals  pursuant  to  a
        Performance  Stock  Bonus  Agreement,   then  the  Committee  will:  (a)
        determine the nature, length and starting date of any Performance Period
        for each Stock Bonus;  (b) select from among the Performance  Factors to
        be used to measure the performance, if any; and (c) determine the number
        of Shares that may be awarded to the  Participant.  Prior to the payment
        of any Stock Bonus,  the Committee  shall  determine the extent to which
        such Stock Bonuses have been earned. Performance Periods may overlap and
        Participants  may  participate  simultaneously  with  respect  to  Stock
        Bonuses that are subject to different  Performance Periods and different
        performance goals and other criteria.  The number of Shares may be fixed
        or may vary in accordance  with such  performance  goals and criteria as
        may be  determined  by the  Committee.  The  Committee  may  adjust  the
        performance  goals  applicable to the Stock Bonuses to take into account
        changes in law and accounting or tax rules and to make such  adjustments
        as the Committee deems necessary or appropriate to reflect the impact of
        extraordinary  or  unusual  items,  events  or  circumstances  to  avoid
        windfalls or hardships.

(c)     Form  of  Payment.  The  earned  portion  of a Stock  Bonus  may be paid
        currently  or  on a  deferred  basis  with  such  interest  or  dividend
        equivalent, if any, as the Committee may determine.  Payment may be made
        in the form of cash or whole Shares or a combination thereof,  either in
        a lump  sum  payment  or in  installments,  all as  the  Committee  will
        determine.

10.  Use of Proceeds from Stock

     Proceeds  from the sale of stock  pursuant to the Awards  shall  constitute
general funds of the Company.

                                        7

<PAGE>
11.  Withholding Taxes

(a)     Withholding Generally.  Whenever Shares are to be issued in satisfaction
        of  Awards  granted  under  this  Plan,  the  Company  may  require  the
        Participant  to remit to the  Company  an amount  sufficient  to satisfy
        federal,  state  and local  withholding  tax  requirements  prior to the
        delivery of any certificate or certificates  for such Shares.  Whenever,
        under this Plan,  payments in  satisfaction  of Awards are to be made in
        cash,  such  payment  will be net of an  amount  sufficient  to  satisfy
        federal, state, and local withholding tax requirements.

(b)     Stock Withholding. When, under applicable tax laws, a Participant incurs
        tax  liability in  connection  with the exercise or vesting of any Award
        that is subject to tax  withholding  and the Participant is obligated to
        pay the Company the amount required to be withheld, the Committee may in
        its sole  discretion  allow  the  Participant  to  satisfy  the  minimum
        withholding tax obligation by electing to have the Company withhold from
        the Shares to be issued that number of Shares having a Fair Market Value
        equal to the minimum amount  required to be withheld,  determined on the
        date that the  amount of tax to be  withheld  is to be  determined.  All
        elections by a Participant to have Shares withheld for this purpose will
        be made in accordance with the requirements established by the Committee
        and be in writing in a form acceptable to the Committee

12.  Privileges of Stock Ownership

     No Participant will have any of the rights of a stockholder with respect to
any Shares  until the Shares are  issued to the  Participant.  After  Shares are
issued to the  Participant,  the Participant  will be a stockholder and have all
the rights of a stockholder with respect to such Shares,  including the right to
vote and receive all dividends or other  distributions made or paid with respect
to such Shares;  provided,  that if such Shares are Restricted  Stock,  then any
new,  additional or different  securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock  dividend,  stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same  restrictions as the Restricted  Stock;  provided,  further,
that the Participant  will have no right to retain such stock dividends or stock
distributions  with respect to Shares that are repurchased at the  Participant's
original Purchase Price.

13.  Requirements

(a)     Investment Representations. The Company may require from the Participant
        such investment representation or such agreement, if any, as counsel for
        the Company may  consider  necessary  in order to comply with the United
        States  Securities  Act of 1933 as then in effect,  and may require that
        the  Participant  agree that any sale of the Shares will be made only in
        such manner as is permitted by the Committee and that a Participant will
        notify the Company when he/she  intends to make any  disposition  of the
        Shares whether by sale, gift or otherwise.  The  Participant  shall take
        any action  reasonably  requested by the Company in such  connection.  A
        Participant  shall  have the rights of a  stockholder  only as to Shares
        actually acquired by him/her under the Plan.

(b)     Transferability.  No  Awards  may  be  transferred  by  the  Participant
        otherwise than by will or by the laws of descent and  distribution,  and
        during the  Participant's  lifetime  Options  may be  exercised  and the
        consideration for othe Awards provided only by the Participant.

                                        8
<PAGE>
14.  Employment Rights

     The  adoption of the Plan or the  granting of an Award does not confer upon
any individual any right to employment or continued  employment with the Company
or a  subsidiary,  as the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate  the  employment of any of its
employees at any time.

15.  Amendment

     The Committee may at any time discontinue  granting Options under the Plan.
The Committee  may at any time or times amend the Plan or amend any  outstanding
Option or Options for the purpose of satisfying the  requirements of any changes
in applicable laws or regulations or for any other purpose which may at the time
be permitted by law  provided,  however,  that no such  amendment  shall void or
diminish Options previously granted without the consent of the Participant,  nor
shall any amendment  increase or accelerate the conditions and actions  required
for the exercise of an Option unless the Participant  shall have been discharged
from the company's employment for cause.

                                               Adopted by the Board of Directors
                                                            on April 27, 2001


                                        9



<PAGE>





      EX-5.01            OPINION AND CONSENT JAY J. HAIT, ESQ.






                                 Jay Hait, Esq.
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370


May 3, 2001

Banyan Corporation
4740 Forge Rd., Bldg. 112
Colorado Springs, CO  80907


                       Re: Form S-8 Registration Statement

Ladies and Gentlemen:

     I have acted as counsel for Banyan Corporation(the "Company") in connection
with the preparation of the Registration  Statement on Form S-8, relating to the
sale by the Company from time to time of up to 1,500,000 shares of common stock,
par value $.001 per share (the  "Shares"),  issuable upon the exercise of awards
granted or to be granted  pursuant to the Company's  2000 Equity  Incentive Plan
and 2001 Equity Incentive Plan (respectively,  the "2000 Equity Incentive Plan",
and the "2001 Equity Incentive Plan").

     I have examined such  documents and have reviewed such  questions of law as
we have considered necessary and appropriate for the purposes of the opinion set
forth below.

     In rendering my opinion set forth below, I have assumed the authenticity of
all documents  submitted to us as originals,  the  genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to me as
copies. I have also assumed the legal capacity for all purposes  relevant hereto
of all  natural  persons  and with  respect  to all  parties  to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority (corporate or otherwise) to execute,  deliver, and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid, binding, and enforceable  obligations of such parties. As to questions of
fact material to my opinion,  I have relied upon certificates of officers of the
Company and of public officials.

     Based on the foregoing, I am of the opinion that such Shares have been duly
authorized  and, upon issuance,  delivery,  and payment  therefore in accordance
with the terms of the 2000 Equity  Incentive Plan, or the 2001 Equity  Incentive
Plan will be validly issued, fully paid, and nonassessable.

     I am admitted to the Bar of the State of New York.  I express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                            Very truly yours,

                                            /s/Jay J. Hait
                                            -----------------------
                                            Jay J. Hait










<PAGE>
      EX-23.01 OTHERDOC




               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent  to the use in this  Registration  Statement  on Form S-8 of our
report dated March 27, 2001, relating to the consolidated  financial  statements
of Banyan  Corporation and subsidiaries as of December 31, 2000 and for the year
then ended  (which  describes  an  uncertainty  as to the  Company's  ability to
continue as a going  concern),  included in the Company's  annual report on Form
10-KSB.


/s/ GELFOND HOCHSTADT PANGBURN, P.C.
GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
May 9, 2001



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "secsgml_size_bytes": 86552}]
{"company-data": {"conformed-name": "BANYAN CORP /OR/", "cik": "0001086473", "assigned-sic": "3571", "irs-number": "841346327", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61100", "film-number": "1642275"}, "business-address": {"street1": "4740 FORGE ROAD BLDG 112", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80907", "phone": "7195315535"}, "mail-address": {"street1": "4740 FORGE ROAD BLDG 112", "city": "COLORAO SPRINGS", "state": "CO", "zip": "80907"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                               BANYAN CORPORATION

              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Oregon                                  84-1346327
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

    4740 Forge Rd., Bldg. 112, Colorado Springs, Colorado           80907
   -------------------------------------------------------       ---------
     (Address of principal executive offices)                    (Zip code)

                          ----------------------------
                                  (Former Name)

                           2000 Equity Incentive Plan and
                           2001 Equity Incentive Plan
                   ------------------------------------------
                              (Full title of plan)

                               Lawrence A. Stanley

                                    President

                           4740 Forge Rd., Bldg. 112,
                        Colorado Springs, Colorado, 80907
                                  800-475-0707
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                 Jay Hait, Esq.
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370

                         CALCULATION OF REGISTRATION FEE

                         ===============================

                                                   Proposed
                                    Proposed       Maximum

Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per share(2)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares(2)       1,500,000     $187,500       $0.125         $ 50.00

                                                                   ---------
                                       Total registration fee     $ 50.00

(1) Estimated solely for the purpose of calculating the registration fee.

(2)  These shares of common stock are offered under the Registrant's 2000 Equity
     Incentive Plan and 2001 Equity Incentive Plan.  Pursuant to Rule 457(h)(1),
     the filing fee for the Shares of Common Stock  subject to options that have
     been granted is calculated  based upon the weighted  average of the various
     strike prices of such shares,  which is $5.00.  Pursuant to Rule 457(h)(1),
     the filing fee for the 1,500,000  shares of common stock subject to options
     that have not yet been granted is calculated  based upon the average of the
     bid and asked prices per Common  Share on May 14, 2001,  as reported on the
     OTC Pink Sheets, which was $0.125 per share.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Banyan Corporation(the  "Registrant") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

(1)  The Registrant's Annual Reports on Form 10-KSB for the years ended December
     31, 1999 and 2000;

(2)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     September 30, 2000;

(3)  The  Registrant's  current  report on Form 8-K filed with the Commission on
     October 31, 2000, and its amended Form 8-K filed on December 7,  2000; and

(4)  The  Registrant's  Registration  Statement on Form 10-SB and all amendments
     thereto  filed with the  Commission  between  May 14,  1999 and October 31,
     2000,  registering  the Shares of Common Stock under  Section  12(g) of the
     Securities Exchange Act of 1934 (the "Exchange Act").

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As an Oregon  corporation,  the Company is subject to the laws of the State
of Oregon governing private  corporations and the exculpation from liability and
indemnification  provisions contained therein.  Pursuant to Section 60.047(2)(d)
of the Oregon Revised Statutes ("ORS"),  the Company eliminates the liability of
it's directors to itself or its shareholders except for any liability related to
(i) breach of the duty of loyalty;  (ii) acts or omissions  not in good faith or
that  involve an  intentional  transaction  from which the  director  derived an
improper personal benefit.

     ORS Section 60.391 allows  corporations  to indemnify  their  directors and
officers against liability where the director or officer has acted in good faith
and with a reasonable  belief that actions  taken were in the best  interests of
the corporation or at least not opposed to the corporation's best interests and,
if in a criminal  proceeding,  the individual had no reasonable cause to believe
the conduct in  question  was  unlawful.  Under ORS  Sections  60.387 to 60.414,
corporations  may not  indemnify  a director  or officer  against  liability  in
connection  with a  claim  by or in the  right  of the  corporation  or for  any
improper  personal  benefit in which the director or officer was adjudged liable
to  the  corporation.  ORS  Section  60.394  mandates  indemnification  for  all
reasonable  expenses  incurred  in the  successful  defense of any claim made or
threatened  whether or not such claim was by or in the right of the corporation.
Finally,  pursuant to ORS Section 60.401, a court may order  indemnification  in
view of all the relevant  circumstances,  whether or not the director or officer
met the  good-faith and  reasonable  belief  standards of conduct set out in ORS
Section 60.391.

     ORS  Section  60.414  also  provides  that  the  statutory  indemnification
provisions  are not deemed  exclusive of any other rights to which  directors or
officers may be entitled  under a  corporation's  articles of  incorporation  or
bylaws,  any  agreement,  general or specific  action of the board of directors,
vote of shareholders or otherwise.

     The Articles  provide that the  Registrant  is required to indemnify to the
fullest extent not prohibited by law any current or former director who is made,
or  threatened  to be made, a party to an action or  proceeding by reason of the
fact that such  person  serves or served as a director  of the  Registrant.  The
Articles  also  provide  that the  Registrant  is  permitted to indemnify to the
fullest  extent not prohibited by law any current or former officer who is made,
or  threatened  to be made, a party to an action or  proceeding by reason of the
fact that such person is or was an officer of the Registrant.

   Article VI of the Registrant's by-laws provides as follows:

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 1. Non-Derivative Actions. Subject to the provisions of Sections 3,
and 6, below,  the corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of or arising  from the fact that he is or was a  director  or officer of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, partner or trustee of another corporation, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with such action,  suit or  proceeding if (i) he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful,  or (ii) his act or omission  giving rise to such action,  suit or
proceeding is ratified,  adopted or confirmed by the  corporation or the benefit
thereof  received-by the  corporation.  The  termination of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action or  proceeding,  had  reasonable  cause to believe  his
conduct was unlawful, and settlement shall not constitute any evidence of any of
the foregoing.

Section  2.     Derivative Actions.     Subject to the provisions of Sections 3,
                -------------------
5 and 6F below, the corporation shall indemnify any person who was or is a party
or  is  threatened  to  he  made a party to any threatened, pending or completed
action  or  suit  by or in the right of the corporation to procure a judgment in
its  favor by reason of or arising from the fact that he is or was a director or
officer  of  the  corporation,  or  is  or  was  serving  at  the request of the
corporation  as  a director, officer, partner or trustee of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with  the defense or settlement of such action or suit if he M acted
in  good faith and in a manner he reasonably believed to be in or not opposed to
the  best  interests of the corporation, or (ii) his act or omission giving rise
to  such action or suit is ratified, adopted or con-firmed by the corporation or
the  benefit  thereof  received  by  the corporation; provided, however, that no
indemnification  shall  be  made  in respect to any claim, issue or matter as to
which  such  person  shall  have  been  adjudged  to he liable for negligence or
deliberate misconduct in  the performance of his duty to the corporation unless,
and only to the extent that, the court in which action or suit was brought shall
determine  upon  application  that, despite the adjudication of liability but in
view  of all the circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for  such  expenses  which the court shall deem proper.

Section  3.     Determination  of  Right  to  indemnification  in Certain Cases.
                ----------------------------------------------------------------
Subject  to  the  provisions  of Sections 5 an3 r,, below, indemnification under
Sections  I and 2 of this Article automatically shall be made by the corporation
unless it is expressly determined by a majority vote of a quorum of the Board of
Directors  consisting  of directors who were not parties to such action, suit or
proceeding,  or  if  such a quorum is not obtain-able, or, even if obtainable, a
quorum  of disinterested directors so directs, by independent legal counsel in a
written  opinion,  or  by a majority vote of the shareholders of the corporation
that  indemnification of the person who is or was an officer, or director, or is
or  was  serving  at  the  request  of the corporation, as an officer, director,
partner or trustee of another corporation, partnership, joint  venture, trust or
other  enterprise,  is not  proper  in  the circumstances because he has not met
the applicable standard of  conduct  set  forth  in  Section  1  or  2.

Section  4.     Indemnification  of  Persons  other  Than Officers or Directors.
                ----------------------------------------------------------------
In  the  event  any person not included with the group of persons referred to in
Sections 1 and 2 of this Article was or is a party or is threatened to be made a
party  to  any  threatened, pending or completed action, suit or proceeding of a
type  referred  to  in  Sections I and 2 of this Article by reason of or arising
from  the  fact that he is or was an employee or agent of the corporation, or is
or  was  serving  at  the  request of the corporation as an employee or agent of
another  corporation, partnership, joint venture, trust or other enterprise, the
Board of Directors of the corporation by a majority vote of a quorum (whether or
not  such  quorum  consists in whole or in part of directors who were parties to
such  action,  suit  or  proceeding) or the shareholders of the corporation by a
majority vote of the outstanding shares may, but shall not be required to, grant
to  such person a right of indemnification to the extent described in Sections 1
or  2  of this Article as if he were an officer or director referred to therein,
provided  that such person meets the applicable standard of conduct set forth in
such  Sections.

Section  5.     Successful  Defense.     Notwithstanding  any other provision of
                --------------------
Sections  1, 2, 3 or 4 of this Article, but subject to the provisions of Section
6  below,  if a director, officer, employee or agent is successful on the merits
or  otherwise  in  defense  of  any  action,  suit  or proceeding referred to in
Sections  1, 2 or 4 of this Article, or in defense of any claim, issue or matter
therein,  he  shall be indemnified against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by  him  in  connection  therewith.

Section 6.     Condition Precedent to Indemnification Under Sections 1, 2 or 5.
               -----------------------------------------------------------------
Any  person  who desires to receive the benefits otherwise conferred by Sections
2., 2 or 5 of this Article shall notify the corporation reasonably promptly that
he  has  been  named  a  defendant  to  an  action, suit or proceeding of a type
referred  to  in  Sections  I or 2 and that he intends to rely upon the right of
indemnification  described  in  Sections  1,  2 or 5 of this Article. The notice
shall  be in writinq and mailed via registered or certified mail, return receipt
requested,  to  the President of the corporation at the executive offices of the
corporation or, in the event the notice is from the President, to the registered
agent  of  the  corporation.  Failure  to  give the notice required hereby shall
entitle the Board of Directors of the corporation by a majority vote of a quorum
(consisting  of  directors who, insofar as indemnity of officers or directors is
concerned, were not parties to such action, suit or proceeding, but who, insofar
as  indemnity  of  employees  or  agents  is concerned, may or may not have been
parties)  or  the  shareholders  of  the  corporation  by a majority vote of the
outstanding  shares  of  the corporation to make a determination, 'in their sole
discretion,  that  such  failure  was  prejudicial  to  the  corporation  in the
circumstances  and  that, therefore, the right to indemnification referred to in
Sections 1, 2 or 5 of this Article shall be denied in its entirety or reduced in
amount.

Section  7.     Insurance.     At  the discretion of the Board of Directors, the
                ----------
corporation  may  purchase and maintain insurance on behalf of any person who is
or  was  a director, officer, employee or agent of the corporation, or is or was
serving  at  the  request of the corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity,  or  arising  out  of  his  status  as  such, whether or not the
corporation  would  have the power to indemnify him against such liability under
the  provisions  of  this  Section.

Section 8.     Former Officers and Directors.     The indemnification provisions
               ------------------------------
of  this  Article  VI  or  each  or any of said provisions individually shall be
extended to a person who has ceased to be a director, officer, employee or agent
and  shall  inure  to the bene-fit of the heirs, executors and administrators of
such  a  person.

Section  9.     Purpose  and Exclusivity.     The indemnification referred to in
                ------------------------
the  various  sections  of this Article shall be deemed to he in addition to and
not in lieu of any other rights to which those indemnified may be entitled under
any statute, rule or law or equity, agreement, vote of the shareholders or Board
of  Directors  or otherwise. The purpose of this Article is to augment, pursuant
to  ORS  57.260(3),  the  other  provisions  of  ORS  57.255  and  57.260.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index on Page E-1.

Item 9.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned hereby undertakes:

(a)     to file,  during any period in which  offers or sales are being made,  a
        post-effective amendment to this Registration Statement:

        (i)     to include any prospectus  required by section 10(a)( 3 ) of the
                Securities Act;

        (ii)    to reflect in the  prospectus  any facts or events arising after
                the effective date of this  Registration  Statement (or the most
                recent post-effective amendment thereof) which,  individually or
                in  the  aggregate,   represent  a  fundamental  change  in  the
                information set forth in this Registration Statement; and

        (iii)   to include any material  information with respect to the plan of
                distribution  not  previously  disclosed  in  this  Registration
                Statement or any  material  change to such  information  in this
                Registration Statement;

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a post  effective  amendment  by these
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are  incorporated  by  reference  in  this  Registration
Statement.

(b)  that,  for the purposes of determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(c)  to remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(d)  That,for  purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     15(d) of the Exchange Act(and, where applicable, each filing of an employee
     benefits  plan's  annual  report  pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration  Statement shall
     be deemed to be a new  registration  statement  relating to the  securities
     offered  herein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Colorado Springs, State of Colorado, respectively, on
April 27, 2001.

                                    Banyan Corporation
                                     (Registrant)

                                    By:  /s/Lawrence A. Stanley
 April 27, 2001                         -----------------------
                                        Lawrence A. Stanley,
                                        Chief Executive Officer
                                        Principal Executive Officer

                                    By: /s/Lloyd K. Parrish
April 27, 2001                          -----------------------
                                        Lloyd K. Parrish Jr.
                                        Secretary

/s/Lawrence A. Stanley      President, Chairman and
- ----------------------    Chief Executive Officer   April 27, 2001
Lawrence A. Stanley

/s/Lloyd K. Parrish
- ----------------------    Director                  April 27, 2001
Lloyd K. Parrish Jr.

                                INDEX TO EXHIBITS

Exhibit                         Description

-------                         -----------

 3.01   Amended and Restated Amendment to Certificate of Incorporation*

 3.02   Amended By-Laws*

 5.01   Opinion and Consent of Jay J. Hait, Esq.

10.01   2000 Equity Incentive Plan

10.02   2001 Equity Incentive Plan

23.01   Consent of Gelfond Hochstadt Pangburn, P.C.

23.02   Consent of Jay J. Hait, Esq. (contained in Exhibit 5.01)

-----------------------------

*    Previously  filed as an exhibit to the Company's Form 10-SB and amendments
     thereto filed  with the  Commission  between May 14,  1999 and October 31,
     2000 and incorporated herein by reference.
EX-10.01
                                  Banyan Corporation

                           2000 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of this 2000 Equity Incentive Plan (hereinafter  referred to as
the "Plan"),  is (1)to provide a special  incentive to selected  individuals who
have made  contributions  to the business  and success of Banyan  Corp.  and its
subsidiaries  (hereinafter  referred to as the "Company") (2) to provide special
incentives to selected  individuals who had previously made contributions to the
business and success of Banyan, Inc.(a private,  wholly-owned  subsidiary of the
Banyan  Corporation)  and who  previously  had been  awarded  special  incentive
options which were never exercised and which now have been  cancelled.  The Plan
is  designed  to  accomplish  this  purpose  by  offering  such  individuals  an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Bonuses (collectively "Awards").

2.   Administration

     The Plan shall be  administered  by a  committee  (the  "Committee")  to be
established  by the board of directors of the Company (the "Board") or the Board
acting as the Committee.  If a committee  administers the Plan, it shall consist
of three or more  members,  at least two of whom shall be neither an officer nor
an employee of the Company. (The Board acting as the Committee or the Committee
shall be referred to as the "Committee" herein.)

     The Committee shall have authority, consistent with the Plan,

(a)     To determine which individuals shall receive Awards under the Plan;

(b)     to  determine  the time or times when  Awards  shall be granted  and the
        number of Shares or other consideration to be subject to each Award;

(c)     as to Options,  to determine the exercise price of the Company's  shares
        of common stock ("Shares") subject to each Option, the method of payment
        of such price,  the time or times when each Option  becomes  exercisable
        and the  duration of the  exercise  period,  subject to the  limitations
        contained in Paragraph 6(b);

(d)     to prescribe the form or forms of the  instruments  evidencing any Award
        granted under the Plan and of any other  instruments  required under the
        Plan and to change such forms from time to time;

(e)     to adopt, amend and rescind rules and regulations for the administration
        of the Plan and the Awards and for its own acts and proceedings; and

(f)     to decide all questions and settle all  controversies and disputes which
        may arise in connection with the Plan. All decisions, determinations and
        interpretations  of the  Committee  shall  be  binding  on  all  parties
        concerned.

3. Participants

     The  Participants  in the Plan  shall be  employees,  officers,  directors,
consultants of the Company or any other parties who have made a contribution  to
the business and success of the Company, as may be selected from time to time by
the Board in its discretion.  Plan awards are available to Participants  only if
(A) they are natural persons; (B) they provide bona fide services to the issuer,
its parents,  its majority-owned  subsidiaries;  and (C) the services are not in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction,  and do not directly or indirectly promote or maintain a market for
the  Company's  securities.  In any grant of Awards  after  the  initial  grant,
Participants  who were previously  granted Awards under the Plan may be included
or excluded.

4.   Limitations

     No Awards shall be granted  under the Plan after  December  31,  2005,  but
Options  and other  Awards  theretofore  granted  may extend  beyond  that date.
Subject to adjustment as provided in Section 8 of the Plan, the number of Shares
which  may be issued  under the Plan  shall not  exceed  five  hundred  thousand
(500,000) in the aggregate. To the extent that any Option granted under the Plan
shall expire or terminate  unexercised or for any reason become unexercisable as
to any Shares subject thereto,  or if the  consideration  for any other Award is
not provided, such Shares shall thereafter be available for further grants under
the Plan, within the limit specified above.

5.   Shares to be Issued

     Shares to be issued  under the Plan may  constitute  an  original  issue of
authorized  Shares or may consist of previously  issued  Shares  acquired by the
Company, on the market or otherwise as shall be determined by the Committee. The
Board and the proper officers of the Company shall take any  appropriate  action
required for such issuance.

6.   Options

     Options  are rights by an  eligible  person to  purchase  Shares at a fixed
price for a stated period of time.  All Options  granted under the Plan shall be
subject to the following terms and conditions  (except as provided in Section 9)
and to such other terms and  conditions as the Committee  shall  determine to be
appropriate to accomplish the purposes of the Plan:

(a)       Exercise  Price.  The  exercise  price  under  each  Option  shall  be
          determined by the Committee and may be more, equal to or less than the
          then current  market price of the Shares as the  Committee may deem to
          be  appropriate:  provided,  however,  that in the event the Committee
          shall  determine  to  grant  an  Option  at less  than 85% of the then
          current  market price of the Shares,  such Option shall not be granted
          by the Committee without the prior approval of the board of directors.

(b)     Period of Options.  The period of an Option  shall not exceed five years
        from the date of grant.

                                        2
(c)     Exercise of Options.

        (i)     Each  Option  shall be made  exercisable  at such time or times,
                whether or not in installments, as the Committee shall prescribe
                at the time the Option is granted.

        (ii)    A person  electing  to  exercise  an Option  shall give  written
                notice to the Company,  as specified  by the  Committee,  of his
                election and of the number of Shares he has elected to purchase,
                such notice to be accompanied  by such  instruments or documents
                as may be  required by the  Committee,  and shall at the time of
                such  exercise  tender the  purchase  price of the Shares he has
                elected to purchase.

(d)     Payment for  Issuance  of Shares.  Upon  exercise of any Option  granted
        hereunder,  payment in full  shall be made at the time of such  exercise
        for all such  Shares  then being  purchased.  The  Company  shall not be
        obligated  to issue any Shares  unless and until,  in the opinion of the
        Company's  counsel,  all  applicable  laws  and  regulations  have  been
        complied with,  nor, in the event the Shares at the time listed upon any
        stock  exchange,  unless  and  until the  Shares to be issued  have been
        listed or  authorized  to be added to the list upon  official  notice of
        issuance upon such exchange, nor unless or until all other legal matters
        in  connection  with the  issuance  and  delivery  of  Shares  have been
        approved by the Company's counsel.

(e)     Termination of Employment. If the Participant is an employee and his/her
        employment  terminates  for any reason  other than  his/her  death,  the
        Participant  may,  unless  discharged  for  cause,  thereafter  exercise
        his/her Option as provided below, but only to the extent the Participant
        was entitled to exercise the Option on the date when his/her  employment
        terminated.  If such  termination of employment is voluntary on the part
        of the  Participant,  he/she may exercise  his/her Option within 10 days
        after the date of termination of employment  (unless a longer period not
        in  excess  of  three  months  is  allowed  by the  Committee).  If such
        termination of employment is involuntary on the part of the Participant,
        he/she  may  exercise  his/her  Option  within 30 days after the date of
        termination of employment.  In no event,  however,  may such Participant
        exercise  his/her  Option  at a  time  when  the  Option  would  not  be
        exercisable  had the  Participant  remained  an  employee  or  when  the
        termination  was  for  cause.  For  purposes  of  this  section  (f),  a
        Participant's  employment shall not be considered terminated in the case
        of sick  leave or other  bona  fide  leave of  absence  approved  by the
        Company or a subsidiary,  or in the case of a transfer to the employment
        of a subsidiary or to the employment of the Company.  Anything herein to
        the contrary  notwithstanding,  an Option may be  exercised  only to the
        extent  exercisable on the date of termination of employment by death or
        otherwise.

(f)     Retirement  or  Resignation.  If  prior  to  the  expiration  date  of a
        Participant's  Option  an  optionee  shall  retire  or  resign  with the
        Company's  consent such Option may be exercised in the same manner as if
        the Optionee had continued in the Company's employ;  provided,  however,
        the  Committee  may  terminate,  at any  time  prior  to  exercise,  all
        unexercised  Options if it shall determine that the retired or resigning
        optionee  has  engaged  in any  activity  detrimental  to the  Company's
        interest.

                                        3
(g)     Death.  If a  Participant  dies at a time  when  he/she is  entitled  to
        exercise an Option,  then at any time or times within one (1) year after
        his/her  death (or such further  period as the Committee may allow) such
        Option  may be  exercised,  as to all or  any of the  Shares  which  the
        Participant was entitled to purchase immediately prior to his/her death,
        by his/her  executor or  administrator  or the person or persons to whom
        the Option is transferred by will or the applicable  laws of descent and
        distribution, and except as so exercised such Option shall expire at the
        end of such Option period.  In no event may an Option be exercised after
        the expiration of the Option period.

(h)     Replacement  Options.  The Company may grant  Options  under the Plan on
        terms  differing  from those provided for where such Options are granted
        in substitution for Options held by employees of other  corporations who
        concurrently  become  employees  of the Company or a  subsidiary  as the
        result  of a  merger,  consolidation  or  other  reorganization  of  the
        employing corporation with the Company or subsidiary, or the acquisition
        by the Company or a subsidiary of the business, property or stock of the
        employing  corporation.  The  Committee  may direct that the  substitute
        Options  be  granted  on such  terms  and  conditions  as the  Committee
        considers appropriate in the circumstances.

(i)     Changes  in Stock.  In the  event of a stock  dividend,  stock  split or
        recapitalization  or  merger  in  which  the  Company  is the  surviving
        corporation,  or other similar  capital  change,  the number and kind of
        shares of stock or  securities  of the Company to be subject to the Plan
        and to Options then outstanding or to be granted thereunder, the maximum
        number  of Shares or  securities  which may be issued or sold  under the
        Plan,  the  exercise  price  and  other  relevant  provisions  shall  be
        appropriately  adjusted by the  Committee,  the  determination  of which
        shall be binding on all persons.

7.   Restricted Stock

     A Restricted  Stock Award is an offer by the Company to sell to an eligible
person Shares that are subject to restrictions.  The Committee will determine to
whom an offer will be made,  the number of Shares the person may  purchase,  the
price to be paid (the "Purchase  Price"),  the  restrictions to which the Shares
will be subject,  and all other terms and  conditions  of the  Restricted  Stock
Award, subject to the following:

(a)     Form of Restricted  Stock Award.  All purchases under a Restricted Stock
        Award made pursuant to this Plan will be evidenced by an Award Agreement
        ("Restricted Stock Purchase Agreement") that will be in such form (which
        need not be the same for each  Participant)  as the Committee  will from
        time to time  approve,  and will comply with and be subject to the terms
        and  conditions  of this  Plan.  The offer of  Restricted  Stock will be
        accepted by the  Participant's  execution and delivery of the Restricted
        Stock Purchase  Agreement and full payment for the Shares to the Company
        within  thirty  (30) days from the date the  Restricted  Stock  Purchase
        Agreement is  delivered  to the person.  If such person does not execute
        and deliver the  Restricted  Stock  Purchase  Agreement  along with full
        payment for the Shares to the Company within thirty (30) days,  then the
        offer will terminate, unless otherwise determined by the Committee.

(b)     Purchase  Price.  The  Purchase  Price  of  Shares  sold  pursuant  to a
        Restricted  Stock Award will be  determined by the Committee on the date
        the Restricted Stock Award is granted.

                                        4
(c) Fair Market Value shall mean, as of any date,  the value of the common stock
of the Company determined as follows:

        (1)     If the common stock is listed on any established stock exchange,
                or traded on the Nasdaq  National  Market,  the Nasdaq  SmallCap
                Market,  or the OTC Bulletin  Board,  the Fair Market Value of a
                share of common stock shall be the closing  sales price for such
                stock (or the closing bid, if no sales were  reported) as quoted
                on such  exchange or market (or the  exchange or market with the
                greatest  volume of trading in common  stock) on the last market
                trading  day prior to the day of  determination,  as reported in
                the Wall Street  Journal or such other source as the Board deems
                reliable; (2) if such common stock is publicly traded but is not
                quoted on an exchange or market listed in subparagraph (1) above
                the average of the  closing bid and asked  prices on the date of
                determination; or (3) if none of the foregoing is applicable, by
                the Committee in good faith.

(d)     Terms of  Restricted  Stock  Awards.  Restricted  Stock  Awards shall be
        subject  to  such  restrictions  as  the  Committee  may  impose.  These
        restrictions may be based upon completion of a specified number of years
        of service with the Company or upon completion of the performance  goals
        as set out in advance in the Participant's  individual  Restricted Stock
        Purchase Agreement. Restricted Stock Awards may vary from Participant to
        Participant and between groups of Participants.

        Prior to the grant of a Restricted Stock Award, the Committee shall:

        (i)     determine   the  nature,   length  and  starting   date  of  any
                Performance Period for the Restricted Stock Award;

        (ii)    select from among the Performance  Factors to be used to measure
                performance goals, if any; and

        (iii)   determine  the  number  of  Shares  that may be  awarded  to the
                Participant.

        Prior to the payment of any Restricted  Stock Award, the Committee shall
        determine  the  extent to which  such  Restricted  Stock  Award has been
        earned. Performance Periods may overlap and Participants may participate
        simultaneously  with respect to Restricted Stock Awards that are subject
        to different  Performance Periods and having different performance goals
        and other criteria.

(e)     Termination  During  Performance  Period. If a Participant is Terminated
        during a Performance  Period for any reason,  then such Participant will
        be  entitled  to payment  (whether in Shares,  cash or  otherwise)  with
        respect to the  Restricted  Stock Award only to the extent  earned as of
        the date of Termination in accordance with the Restricted Stock Purchase
        Agreement, unless the Committee will determine otherwise.

                                        5
8.   Payment for Share Purchases

(a)     Payment.  Payment  for Shares  purchased  under an option  agreement  or
        restricted  stock award  pursuant  to this Plan may be made in cash,  by
        check, or, where expressly approved for the Participant by the Committee
        and where permitted by law:

        (i)     by   cancellation   of   indebtedness  of  the  Company  to  the
                Participant;

        (ii) by surrender of Shares that either:

                (1)     have been owned by Participant  for more than six months
                        and have been paid for  within  the  meaning of SEC Rule
                        144 (and, if such shares were purchased from the Company
                        by use of a  promissory  note,  such note has been fully
                        paid with respect to such shares); or

                (2)     were obtained by Participant in the public market;

        (iii)   by tender of a full recourse  promissory  note having such terms
                as may be approved by the  Committee  and bearing  interest at a
                rate sufficient to avoid imputation of income under Sections 483
                and 1274 of the Code; provided,  however,  that Participants who
                are not  employees  or  directors  of the  Company  will  not be
                entitled to purchase  Shares with a  promissory  note unless the
                note is adequately secured by collateral other than the Shares;

        (iv)    by waiver of compensation  due or accrued to the Participant for
                services rendered;

        (v)     with respect only to purchases  upon exercise of an Option,  and
                provided that a public market for the Company's stock exists:

                (1)     through   a  "same  day   sale"   commitment   from  the
                        Participant and a broker-dealer  that is a member of the
                        National  Association  of  Securities  Dealers (an "NASD
                        Dealer") whereby the Participant  irrevocably  elects to
                        exercise  the Option and to sell a portion of the Shares
                        so purchased to pay for the Exercise Price,  and whereby
                        the NASD Dealer irrevocably commits upon receipt of such
                        Shares to forward  the  Exercise  Price  directly to the
                        Company; or

                (2)     through a "margin" commitment from the Participant and a
                        NASD Dealer whereby the Participant  irrevocably  elects
                        to  exercise  the  Option  and to pledge  the  Shares so
                        purchased  to the NASD  Dealer  in a margin  account  as
                        security  for a loan from the NASD  Dealer in the amount
                        of the  Exercise  Price,  and  whereby  the NASD  Dealer
                        irrevocably  commits  upon  receipt  of such  Shares  to
                        forward the Exercise Price directly to the Company; or

        (vi) by any combination of the foregoing.

                                        6
(b)     Loan  Guarantees.  The Committee may help the Participant pay for Shares
        purchased under this Plan by authorizing a guarantee by the Company of a
        third-party loan to the Participant.

9.   Stock Bonuses

(a)     Awards of Stock Bonuses.  A Stock Bonus is an award of Shares (which may
        consist of  Restricted  Stock) for services  rendered to the Company . A
        Stock Bonus may be awarded  for past  services  already  rendered to the
        Company,  pursuant to an Award  Agreement (the "Stock Bonus  Agreement")
        that  will  be in  such  form  (which  need  not be the  same  for  each
        Participant)  as the Committee will from time to time approve,  and will
        comply with and be subject to the terms and  conditions  of this Plan. A
        Stock Bonus may be awarded upon  satisfaction of such performance  goals
        as  are  set  out  in  advance  in the  Participant's  individual  Award
        Agreement (the "Performance Stock Bonus Agreement") that will be in such
        form (which need not be the same for each  Participant) as the Committee
        will from time to time  approve,  and will comply with and be subject to
        the terms and  conditions  of this  Plan.  Stock  Bonuses  may vary from
        Participant to Participant and between groups of  Participants,  and may
        be based upon the  achievement  of the  Company or a  subsidiary  and/or
        individual  performance  factors  or upon  such  other  criteria  as the
        Committee may determine.

(b)     Terms of Stock  Bonuses.  The  Committee  will  determine  the number of
        Shares to be awarded  to the  Participant.  If the Stock  Bonus is being
        earned  upon  the  satisfaction  of  performance  goals  pursuant  to  a
        Performance  Stock  Bonus  Agreement,   then  the  Committee  will:  (a)
        determine the nature, length and starting date of any Performance Period
        for each Stock Bonus;  (b) select from among the Performance  Factors to
        be used to measure the performance, if any; and (c) determine the number
        of Shares that may be awarded to the  Participant.  Prior to the payment
        of any Stock Bonus,  the Committee  shall  determine the extent to which
        such Stock Bonuses have been earned. Performance Periods may overlap and
        Participants  may  participate  simultaneously  with  respect  to  Stock
        Bonuses that are subject to different  Performance Periods and different
        performance goals and other criteria.  The number of Shares may be fixed
        or may vary in accordance  with such  performance  goals and criteria as
        may be  determined  by the  Committee.  The  Committee  may  adjust  the
        performance  goals  applicable to the Stock Bonuses to take into account
        changes in law and accounting or tax rules and to make such  adjustments
        as the Committee deems necessary or appropriate to reflect the impact of
        extraordinary  or  unusual  items,  events  or  circumstances  to  avoid
        windfalls or hardships.

(c)     Form  of  Payment.  The  earned  portion  of a Stock  Bonus  may be paid
        currently  or  on a  deferred  basis  with  such  interest  or  dividend
        equivalent, if any, as the Committee may determine.  Payment may be made
        in the form of cash or whole Shares or a combination thereof,  either in
        a lump  sum  payment  or in  installments,  all as  the  Committee  will
        determine.

10.  Use of Proceeds from Stock

     Proceeds  from the sale of stock  pursuant to the Awards  shall  constitute
general funds of the Company.

                                        7
11.  Withholding Taxes

(a)     Withholding Generally.  Whenever Shares are to be issued in satisfaction
        of  Awards  granted  under  this  Plan,  the  Company  may  require  the
        Participant  to remit to the  Company  an amount  sufficient  to satisfy
        federal,  state  and local  withholding  tax  requirements  prior to the
        delivery of any certificate or certificates  for such Shares.  Whenever,
        under this Plan,  payments in  satisfaction  of Awards are to be made in
        cash,  such  payment  will be net of an  amount  sufficient  to  satisfy
        federal, state, and local withholding tax requirements.

(b)     Stock Withholding. When, under applicable tax laws, a Participant incurs
        tax  liability in  connection  with the exercise or vesting of any Award
        that is subject to tax  withholding  and the Participant is obligated to
        pay the Company the amount required to be withheld, the Committee may in
        its sole  discretion  allow  the  Participant  to  satisfy  the  minimum
        withholding tax obligation by electing to have the Company withhold from
        the Shares to be issued that number of Shares having a Fair Market Value
        equal to the minimum amount  required to be withheld,  determined on the
        date that the  amount of tax to be  withheld  is to be  determined.  All
        elections by a Participant to have Shares withheld for this purpose will
        be made in accordance with the requirements established by the Committee
        and be in writing in a form acceptable to the Committee

12.  Privileges of Stock Ownership

     No Participant will have any of the rights of a stockholder with respect to
any Shares  until the Shares are  issued to the  Participant.  After  Shares are
issued to the  Participant,  the Participant  will be a stockholder and have all
the rights of a stockholder with respect to such Shares,  including the right to
vote and receive all dividends or other  distributions made or paid with respect
to such Shares;  provided,  that if such Shares are Restricted  Stock,  then any
new,  additional or different  securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock  dividend,  stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same  restrictions as the Restricted  Stock;  provided,  further,
that the Participant  will have no right to retain such stock dividends or stock
distributions  with respect to Shares that are repurchased at the  Participant's
original Purchase Price.

13.  Requirements

(a)     Investment Representations. The Company may require from the Participant
        such investment representation or such agreement, if any, as counsel for
        the Company may  consider  necessary  in order to comply with the United
        States  Securities  Act of 1933 as then in effect,  and may require that
        the  Participant  agree that any sale of the Shares will be made only in
        such manner as is permitted by the Committee and that a Participant will
        notify the Company when he/she  intends to make any  disposition  of the
        Shares whether by sale, gift or otherwise.  The  Participant  shall take
        any action  reasonably  requested by the Company in such  connection.  A
        Participant  shall  have the rights of a  stockholder  only as to Shares
        actually acquired by him/her under the Plan.

(b)     Transferability.  No  Awards  may  be  transferred  by  the  Participant
        otherwise than by will or by the laws of descent and  distribution,  and
        during the  Participant's  lifetime  Options  may be  exercised  and the
        consideration for othe Awards provided only by the Participant.

                                        8
14.  Employment Rights

     The  adoption of the Plan or the  granting of an Award does not confer upon
any individual any right to employment or continued  employment with the Company
or a  subsidiary,  as the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate  the  employment of any of its
employees at any time.

15.  Amendment

     The Committee may at any time discontinue  granting Options under the Plan.
The Committee  may at any time or times amend the Plan or amend any  outstanding
Option or Options for the purpose of satisfying the  requirements of any changes
in applicable laws or regulations or for any other purpose which may at the time
be permitted by law  provided,  however,  that no such  amendment  shall void or
diminish Options previously granted without the consent of the Participant,  nor
shall any amendment  increase or accelerate the conditions and actions  required
for the exercise of an Option unless the Participant  shall have been discharged
from the company's employment for cause.

                        Adopted by the Board of Directors
                              on April 27, 2001

                                        9
EX-10.02

                           2001 EQUITY INCENTIVE PLAN

1.   Purpose

     The purpose of this 2001 Equity Incentive Plan (hereinafter  referred to as
the "Plan"),  is (1)to provide a special  incentive to selected  individuals who
have made  contributions  to the business  and success of Banyan  Corp.  and its
subsidiaries  (hereinafter  referred to as the "Company") (2) to provide special
incentives to selected  individuals who had previously made contributions to the
business and success of Banyan Corp. and who previously had been awarded special
incentive  options which were never exercised and which now have been cancelled.
The Plan is designed to accomplish this purpose by offering such  individuals an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Bonuses (collectively "Awards").

2.   Administration

     The Plan shall be  administered  by a  committee  (the  "Committee")  to be
established  by the board of directors of the Company (the "Board") or the Board
acting as the Committee.  If a committee  administers the Plan, it shall consist
of three or more  members,  at least two of whom shall be neither an officer nor
an employee of the Company. (The Board acting as the Committee or the Committee
shall be referred to as the "Committee" herein.)

     The Committee shall have authority, consistent with the Plan,

(a)     To determine which individuals shall receive Awards under the Plan;

(b)     to  determine  the time or times when  Awards  shall be granted  and the
        number of Shares or other consideration to be subject to each Award;

(c)     as to Options,  to determine the exercise price of the Company's  shares
        of common stock ("Shares") subject to each Option, the method of payment
        of such price,  the time or times when each Option  becomes  exercisable
        and the  duration of the  exercise  period,  subject to the  limitations
        contained in Paragraph 6(b);

(d)     to prescribe the form or forms of the  instruments  evidencing any Award
        granted under the Plan and of any other  instruments  required under the
        Plan and to change such forms from time to time;

(e)     to adopt, amend and rescind rules and regulations for the administration
        of the Plan and the Awards and for its own acts and proceedings; and

(f)     to decide all questions and settle all  controversies and disputes which
        may arise in connection with the Plan. All decisions, determinations and
        interpretations  of the  Committee  shall  be  binding  on  all  parties
        concerned.

1
3. Participants

     The  Participants  in the Plan  shall be  employees,  officers,  directors,
consultants of the Company or any other parties who have made a contribution  to
the business and success of the Company, as may be selected from time to time by
the Board in its discretion.  Plan awards are available to Participants  only if
(A) they are natural persons; (B) they provide bona fide services to the issuer,
its parents,  its majority-owned  subsidiaries;  and (C) the services are not in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction,  and do not directly or indirectly promote or maintain a market for
the  Company's  securities.  In any grant of Awards  after  the  initial  grant,
Participants  who were previously  granted Awards under the Plan may be included
or excluded.

4.   Limitations

     No Awards shall be granted  under the Plan after  December  31,  2006,  but
Options  and other  Awards  theretofore  granted  may extend  beyond  that date.
Subject to adjustment as provided in Section 8 of the Plan, the number of Shares
which may be issued under the Plan shall not exceed one  (1,000,000)  million in
the aggregate. To the extent that any Option granted under the Plan shall expire
or terminate unexercised or for any reason become unexercisable as to any Shares
subject thereto,  or if the  consideration  for any other Award is not provided,
such Shares shall  thereafter  be available  for further  grants under the Plan,
within the limit specified above.

5.   Shares to be Issued

     Shares to be issued  under the Plan may  constitute  an  original  issue of
authorized  Shares or may consist of previously  issued  Shares  acquired by the
Company, on the market or otherwise as shall be determined by the Committee. The
Board and the proper officers of the Company shall take any  appropriate  action
required for such issuance.

6.   Options

     Options  are rights by an  eligible  person to  purchase  Shares at a fixed
price for a stated period of time.  All Options  granted under the Plan shall be
subject to the following terms and conditions  (except as provided in Section 9)
and to such other terms and  conditions as the Committee  shall  determine to be
appropriate to accomplish the purposes of the Plan:

(a)     Exercise Price. The exercise price under each Option shall be determined
        by the Committee and may be more, equal to or less than the then current
        market price of the Shares as the Committee may deem to be  appropriate:
        provided, however, that in the event the  Committee shall determine
        to grant an Option at less than 85% of the then current  market price of
        the  Shares,  such Option  shall not be granted by the   Committee
        without the prior approval of the board of directors.

(b)     Period of Options.  The period of an Option  shall not exceed five years
        from the date of grant.

                                        2
(c)     Exercise of Options.

        (i)     Each  Option  shall be made  exercisable  at such time or times,
                whether or not in installments, as the Committee shall prescribe
                at the time the Option is granted.

        (ii)    A person  electing  to  exercise  an Option  shall give  written
                notice to the Company,  as specified  by the  Committee,  of his
                election and of the number of Shares he has elected to purchase,
                such notice to be accompanied  by such  instruments or documents
                as may be  required by the  Committee,  and shall at the time of
                such  exercise  tender the  purchase  price of the Shares he has
                elected to purchase.

(d)     Payment for  Issuance  of Shares.  Upon  exercise of any Option  granted
        hereunder,  payment in full  shall be made at the time of such  exercise
        for all such  Shares  then being  purchased.  The  Company  shall not be
        obligated  to issue any Shares  unless and until,  in the opinion of the
        Company's  counsel,  all  applicable  laws  and  regulations  have  been
        complied with,  nor, in the event the Shares at the time listed upon any
        stock  exchange,  unless  and  until the  Shares to be issued  have been
        listed or  authorized  to be added to the list upon  official  notice of
        issuance upon such exchange, nor unless or until all other legal matters
        in  connection  with the  issuance  and  delivery  of  Shares  have been
        approved by the Company's counsel.

(e)     Termination of Employment. If the Participant is an employee and his/her
        employment  terminates  for any reason  other than  his/her  death,  the
        Participant  may,  unless  discharged  for  cause,  thereafter  exercise
        his/her Option as provided below, but only to the extent the Participant
        was entitled to exercise the Option on the date when his/her  employment
        terminated.  If such  termination of employment is voluntary on the part
        of the  Participant,  he/she may exercise  his/her Option within 10 days
        after the date of termination of employment  (unless a longer period not
        in  excess  of  three  months  is  allowed  by the  Committee).  If such
        termination of employment is involuntary on the part of the Participant,
        he/she  may  exercise  his/her  Option  within 30 days after the date of
        termination of employment.  In no event,  however,  may such Participant
        exercise  his/her  Option  at a  time  when  the  Option  would  not  be
        exercisable  had the  Participant  remained  an  employee  or  when  the
        termination  was  for  cause.  For  purposes  of  this  section  (f),  a
        Participant's  employment shall not be considered terminated in the case
        of sick  leave or other  bona  fide  leave of  absence  approved  by the
        Company or a subsidiary,  or in the case of a transfer to the employment
        of a subsidiary or to the employment of the Company.  Anything herein to
        the contrary  notwithstanding,  an Option may be  exercised  only to the
        extent  exercisable on the date of termination of employment by death or
        otherwise.

(f)     Retirement  or  Resignation.  If  prior  to  the  expiration  date  of a
        Participant's  Option  an  optionee  shall  retire  or  resign  with the
        Company's  consent such Option may be exercised in the same manner as if
        the Optionee had continued in the Company's employ;  provided,  however,
        the  Committee  may  terminate,  at any  time  prior  to  exercise,  all
        unexercised  Options if it shall determine that the retired or resigning
        optionee  has  engaged  in any  activity  detrimental  to the  Company's
        interest.

                                        3
(g)     Death.  If a  Participant  dies at a time  when  he/she is  entitled  to
        exercise an Option,  then at any time or times within one (1) year after
        his/her  death (or such further  period as the Committee may allow) such
        Option  may be  exercised,  as to all or  any of the  Shares  which  the
        Participant was entitled to purchase immediately prior to his/her death,
        by his/her  executor or  administrator  or the person or persons to whom
        the Option is transferred by will or the applicable  laws of descent and
        distribution, and except as so exercised such Option shall expire at the
        end of such Option period.  In no event may an Option be exercised after
        the expiration of the Option period.

(h)     Replacement  Options.  The Company may grant  Options  under the Plan on
        terms  differing  from those provided for where such Options are granted
        in substitution for Options held by employees of other  corporations who
        concurrently  become  employees  of the Company or a  subsidiary  as the
        result  of a  merger,  consolidation  or  other  reorganization  of  the
        employing corporation with the Company or subsidiary, or the acquisition
        by the Company or a subsidiary of the business, property or stock of the
        employing  corporation.  The  Committee  may direct that the  substitute
        Options  be  granted  on such  terms  and  conditions  as the  Committee
        considers appropriate in the circumstances.

(i)     Changes  in Stock.  In the  event of a stock  dividend,  stock  split or
        recapitalization  or  merger  in  which  the  Company  is the  surviving
        corporation,  or other similar  capital  change,  the number and kind of
        shares of stock or  securities  of the Company to be subject to the Plan
        and to Options then outstanding or to be granted thereunder, the maximum
        number  of Shares or  securities  which may be issued or sold  under the
        Plan,  the  exercise  price  and  other  relevant  provisions  shall  be
        appropriately  adjusted by the  Committee,  the  determination  of which
        shall be binding on all persons.

7.   Restricted Stock

     A Restricted  Stock Award is an offer by the Company to sell to an eligible
person Shares that are subject to restrictions.  The Committee will determine to
whom an offer will be made,  the number of Shares the person may  purchase,  the
price to be paid (the "Purchase  Price"),  the  restrictions to which the Shares
will be subject,  and all other terms and  conditions  of the  Restricted  Stock
Award, subject to the following:

(a)     Form of Restricted  Stock Award.  All purchases under a Restricted Stock
        Award made pursuant to this Plan will be evidenced by an Award Agreement
        ("Restricted Stock Purchase Agreement") that will be in such form (which
        need not be the same for each  Participant)  as the Committee  will from
        time to time  approve,  and will comply with and be subject to the terms
        and  conditions  of this  Plan.  The offer of  Restricted  Stock will be
        accepted by the  Participant's  execution and delivery of the Restricted
        Stock Purchase  Agreement and full payment for the Shares to the Company
        within  thirty  (30) days from the date the  Restricted  Stock  Purchase
        Agreement is  delivered  to the person.  If such person does not execute
        and deliver the  Restricted  Stock  Purchase  Agreement  along with full
        payment for the Shares to the Company within thirty (30) days,  then the
        offer will terminate, unless otherwise determined by the Committee.

(b)     Purchase  Price.  The  Purchase  Price  of  Shares  sold  pursuant  to a
        Restricted  Stock Award will be  determined by the Committee on the date
        the Restricted Stock Award is granted.

                                        4
(c)  Fair Market Value shall mean, as of any date, the value of the common stock
     of the Company determined as follows:

        (1)     If the common stock is listed on any established stock exchange,
                or traded on the Nasdaq  National  Market,  the Nasdaq  SmallCap
                Market,  or the OTC Bulletin  Board,  the Fair Market Value of a
                share of common stock shall be the closing  sales price for such
                stock (or the closing bid, if no sales were  reported) as quoted
                on such  exchange or market (or the  exchange or market with the
                greatest  volume of trading in common  stock) on the last market
                trading  day prior to the day of  determination,  as reported in
                the Wall Street  Journal or such other source as the Board deems
                reliable; (2) if such common stock is publicly traded but is not
                quoted on an exchange or market listed in subparagraph (1) above
                the average of the  closing bid and asked  prices on the date of
                determination; or (3) if none of the foregoing is applicable, by
                the Committee in good faith.

(d)     Terms of  Restricted  Stock  Awards.  Restricted  Stock  Awards shall be
        subject  to  such  restrictions  as  the  Committee  may  impose.  These
        restrictions may be based upon completion of a specified number of years
        of service with the Company or upon completion of the performance  goals
        as set out in advance in the Participant's  individual  Restricted Stock
        Purchase Agreement. Restricted Stock Awards may vary from Participant to
        Participant and between groups of Participants.

        Prior to the grant of a Restricted Stock Award, the Committee shall:

        (i)     determine   the  nature,   length  and  starting   date  of  any
                Performance Period for the Restricted Stock Award;

        (ii)    select from among the Performance  Factors to be used to measure
                performance goals, if any; and

        (iii)   determine  the  number  of  Shares  that may be  awarded  to the
                Participant.

        Prior to the payment of any Restricted  Stock Award, the Committee shall
        determine  the  extent to which  such  Restricted  Stock  Award has been
        earned. Performance Periods may overlap and Participants may participate
        simultaneously  with respect to Restricted Stock Awards that are subject
        to different  Performance Periods and having different performance goals
        and other criteria.

(e)     Termination  During  Performance  Period. If a Participant is Terminated
        during a Performance  Period for any reason,  then such Participant will
        be  entitled  to payment  (whether in Shares,  cash or  otherwise)  with
        respect to the  Restricted  Stock Award only to the extent  earned as of
        the date of Termination in accordance with the Restricted Stock Purchase
        Agreement, unless the Committee will determine otherwise.

                                        5
8.   Payment for Share Purchases

(a)     Payment.  Payment  for Shares  purchased  under an option  agreement  or
        restricted  stock award  pursuant  to this Plan may be made in cash,  by
        check, or, where expressly approved for the Participant by the Committee
        and where permitted by law:

        (i)     by   cancellation   of   indebtedness  of  the  Company  to  the
                Participant;

        (ii)    by surrender of Shares that either:

                (1)     have been owned by Participant  for more than one year
                        and have been paid for  within  the  meaning of SEC Rule
                        144 (and, if such shares were purchased from the Company
                        by use of a  promissory  note,  such note has been fully
                        paid with respect to such shares); or

                (2)     were obtained by Participant in the public market;

        (iii)   by tender of a full recourse  promissory  note having such terms
                as may be approved by the  Committee  and bearing  interest at a
                rate sufficient to avoid imputation of income under Sections 483
                and 1274 of the Code; provided,  however,  that Participants who
                are not  employees  or  directors  of the  Company  will  not be
                entitled to purchase  Shares with a  promissory  note unless the
                note is adequately secured by collateral other than the Shares;

        (iv)    by waiver of compensation  due or accrued to the Participant for
                services rendered;

        (v)     with respect only to purchases  upon exercise of an Option,  and
                provided that a public market for the Company's stock exists:

                (1)     through   a  "same  day   sale"   commitment   from  the
                        Participant and a broker-dealer  that is a member of the
                        National  Association  of  Securities  Dealers (an "NASD
                        Dealer") whereby the Participant  irrevocably  elects to
                        exercise  the Option and to sell a portion of the Shares
                        so purchased to pay for the Exercise Price,  and whereby
                        the NASD Dealer irrevocably commits upon receipt of such
                        Shares to forward  the  Exercise  Price  directly to the
                        Company; or

                (2)     through a "margin" commitment from the Participant and a
                        NASD Dealer whereby the Participant  irrevocably  elects
                        to  exercise  the  Option  and to pledge  the  Shares so
                        purchased  to the NASD  Dealer  in a margin  account  as
                        security  for a loan from the NASD  Dealer in the amount
                        of the  Exercise  Price,  and  whereby  the NASD  Dealer
                        irrevocably  commits  upon  receipt  of such  Shares  to
                        forward the Exercise Price directly to the Company; or

        (vi)    by any combination of the foregoing.

                                        6
(b)     Loan  Guarantees.  The Committee may help the Participant pay for Shares
        purchased under this Plan by authorizing a guarantee by the Company of a
        third-party loan to the Participant.

9.   Stock Bonuses

(a)     Awards of Stock Bonuses.  A Stock Bonus is an award of Shares (which may
        consist of  Restricted  Stock) for services  rendered to the Company . A
        Stock Bonus may be awarded  for past  services  already  rendered to the
        Company,  pursuant to an Award  Agreement (the "Stock Bonus  Agreement")
        that  will  be in  such  form  (which  need  not be the  same  for  each
        Participant)  as the Committee will from time to time approve,  and will
        comply with and be subject to the terms and  conditions  of this Plan. A
        Stock Bonus may be awarded upon  satisfaction of such performance  goals
        as  are  set  out  in  advance  in the  Participant's  individual  Award
        Agreement (the "Performance Stock Bonus Agreement") that will be in such
        form (which need not be the same for each  Participant) as the Committee
        will from time to time  approve,  and will comply with and be subject to
        the terms and  conditions  of this  Plan.  Stock  Bonuses  may vary from
        Participant to Participant and between groups of  Participants,  and may
        be based upon the  achievement  of the  Company or a  subsidiary  and/or
        individual  performance  factors  or upon  such  other  criteria  as the
        Committee may determine.

(b)     Terms of Stock  Bonuses.  The  Committee  will  determine  the number of
        Shares to be awarded  to the  Participant.  If the Stock  Bonus is being
        earned  upon  the  satisfaction  of  performance  goals  pursuant  to  a
        Performance  Stock  Bonus  Agreement,   then  the  Committee  will:  (a)
        determine the nature, length and starting date of any Performance Period
        for each Stock Bonus;  (b) select from among the Performance  Factors to
        be used to measure the performance, if any; and (c) determine the number
        of Shares that may be awarded to the  Participant.  Prior to the payment
        of any Stock Bonus,  the Committee  shall  determine the extent to which
        such Stock Bonuses have been earned. Performance Periods may overlap and
        Participants  may  participate  simultaneously  with  respect  to  Stock
        Bonuses that are subject to different  Performance Periods and different
        performance goals and other criteria.  The number of Shares may be fixed
        or may vary in accordance  with such  performance  goals and criteria as
        may be  determined  by the  Committee.  The  Committee  may  adjust  the
        performance  goals  applicable to the Stock Bonuses to take into account
        changes in law and accounting or tax rules and to make such  adjustments
        as the Committee deems necessary or appropriate to reflect the impact of
        extraordinary  or  unusual  items,  events  or  circumstances  to  avoid
        windfalls or hardships.

(c)     Form  of  Payment.  The  earned  portion  of a Stock  Bonus  may be paid
        currently  or  on a  deferred  basis  with  such  interest  or  dividend
        equivalent, if any, as the Committee may determine.  Payment may be made
        in the form of cash or whole Shares or a combination thereof,  either in
        a lump  sum  payment  or in  installments,  all as  the  Committee  will
        determine.

10.  Use of Proceeds from Stock

     Proceeds  from the sale of stock  pursuant to the Awards  shall  constitute
general funds of the Company.

                                        7
11.  Withholding Taxes

(a)     Withholding Generally.  Whenever Shares are to be issued in satisfaction
        of  Awards  granted  under  this  Plan,  the  Company  may  require  the
        Participant  to remit to the  Company  an amount  sufficient  to satisfy
        federal,  state  and local  withholding  tax  requirements  prior to the
        delivery of any certificate or certificates  for such Shares.  Whenever,
        under this Plan,  payments in  satisfaction  of Awards are to be made in
        cash,  such  payment  will be net of an  amount  sufficient  to  satisfy
        federal, state, and local withholding tax requirements.

(b)     Stock Withholding. When, under applicable tax laws, a Participant incurs
        tax  liability in  connection  with the exercise or vesting of any Award
        that is subject to tax  withholding  and the Participant is obligated to
        pay the Company the amount required to be withheld, the Committee may in
        its sole  discretion  allow  the  Participant  to  satisfy  the  minimum
        withholding tax obligation by electing to have the Company withhold from
        the Shares to be issued that number of Shares having a Fair Market Value
        equal to the minimum amount  required to be withheld,  determined on the
        date that the  amount of tax to be  withheld  is to be  determined.  All
        elections by a Participant to have Shares withheld for this purpose will
        be made in accordance with the requirements established by the Committee
        and be in writing in a form acceptable to the Committee

12.  Privileges of Stock Ownership

     No Participant will have any of the rights of a stockholder with respect to
any Shares  until the Shares are  issued to the  Participant.  After  Shares are
issued to the  Participant,  the Participant  will be a stockholder and have all
the rights of a stockholder with respect to such Shares,  including the right to
vote and receive all dividends or other  distributions made or paid with respect
to such Shares;  provided,  that if such Shares are Restricted  Stock,  then any
new,  additional or different  securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock  dividend,  stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same  restrictions as the Restricted  Stock;  provided,  further,
that the Participant  will have no right to retain such stock dividends or stock
distributions  with respect to Shares that are repurchased at the  Participant's
original Purchase Price.

13.  Requirements

(a)     Investment Representations. The Company may require from the Participant
        such investment representation or such agreement, if any, as counsel for
        the Company may  consider  necessary  in order to comply with the United
        States  Securities  Act of 1933 as then in effect,  and may require that
        the  Participant  agree that any sale of the Shares will be made only in
        such manner as is permitted by the Committee and that a Participant will
        notify the Company when he/she  intends to make any  disposition  of the
        Shares whether by sale, gift or otherwise.  The  Participant  shall take
        any action  reasonably  requested by the Company in such  connection.  A
        Participant  shall  have the rights of a  stockholder  only as to Shares
        actually acquired by him/her under the Plan.

(b)     Transferability.  No  Awards  may  be  transferred  by  the  Participant
        otherwise than by will or by the laws of descent and  distribution,  and
        during the  Participant's  lifetime  Options  may be  exercised  and the
        consideration for othe Awards provided only by the Participant.

                                        8
14.  Employment Rights

     The  adoption of the Plan or the  granting of an Award does not confer upon
any individual any right to employment or continued  employment with the Company
or a  subsidiary,  as the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate  the  employment of any of its
employees at any time.

15.  Amendment

     The Committee may at any time discontinue  granting Options under the Plan.
The Committee  may at any time or times amend the Plan or amend any  outstanding
Option or Options for the purpose of satisfying the  requirements of any changes
in applicable laws or regulations or for any other purpose which may at the time
be permitted by law  provided,  however,  that no such  amendment  shall void or
diminish Options previously granted without the consent of the Participant,  nor
shall any amendment  increase or accelerate the conditions and actions  required
for the exercise of an Option unless the Participant  shall have been discharged
from the company's employment for cause.

                                               Adopted by the Board of Directors
                                                            on April 27, 2001

                                        9
EX-5.01            OPINION AND CONSENT JAY J. HAIT, ESQ.

                                 Jay Hait, Esq.
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370

May 3, 2001

Banyan Corporation
4740 Forge Rd., Bldg. 112
Colorado Springs, CO  80907

                       Re: Form S-8 Registration Statement

Ladies and Gentlemen:

     I have acted as counsel for Banyan Corporation(the "Company") in connection
with the preparation of the Registration  Statement on Form S-8, relating to the
sale by the Company from time to time of up to 1,500,000 shares of common stock,
par value $.001 per share (the  "Shares"),  issuable upon the exercise of awards
granted or to be granted  pursuant to the Company's  2000 Equity  Incentive Plan
and 2001 Equity Incentive Plan (respectively,  the "2000 Equity Incentive Plan",
and the "2001 Equity Incentive Plan").

     I have examined such  documents and have reviewed such  questions of law as
we have considered necessary and appropriate for the purposes of the opinion set
forth below.

     In rendering my opinion set forth below, I have assumed the authenticity of
all documents  submitted to us as originals,  the  genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to me as
copies. I have also assumed the legal capacity for all purposes  relevant hereto
of all  natural  persons  and with  respect  to all  parties  to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority (corporate or otherwise) to execute,  deliver, and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid, binding, and enforceable  obligations of such parties. As to questions of
fact material to my opinion,  I have relied upon certificates of officers of the
Company and of public officials.

     Based on the foregoing, I am of the opinion that such Shares have been duly
authorized  and, upon issuance,  delivery,  and payment  therefore in accordance
with the terms of the 2000 Equity  Incentive Plan, or the 2001 Equity  Incentive
Plan will be validly issued, fully paid, and nonassessable.

     I am admitted to the Bar of the State of New York.  I express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                            Very truly yours,

                                            /s/Jay J. Hait
                                            -----------------------
                                            Jay J. Hait
EX-23.01 OTHERDOC

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent  to the use in this  Registration  Statement  on Form S-8 of our
report dated March 27, 2001, relating to the consolidated  financial  statements
of Banyan  Corporation and subsidiaries as of December 31, 2000 and for the year
then ended  (which  describes  an  uncertainty  as to the  Company's  ability to
continue as a going  concern),  included in the Company's  annual report on Form
10-KSB.

/s/ GELFOND HOCHSTADT PANGBURN, P.C.
GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
May 9, 2001