Asset Purchase Agreement

Asset Purchase Agreement

by Banyan Corp [Or]
January 12th, 2000
Exhibit 10.3

                            ASSET PURCHASE AGREEMENT

     This AGREEMENT dated this ___ day of October, 1999, by and between Showcase
Technologies,  LLC (owned by Alan Hillsberg only), having its principal place of
business at 33 East  Merrick Rd., 2nd Floor,  Suite 6, Valley  Stream,  NY 11580
(hereafter "Show"), and DoubleCase Corporation,  a Kansas Corporation having its
principal  place of business  at 4740 Forge Rd.,  Suite 112,  Colorado  Springs,
Colorado 80907 (hereafter "DoubleCase").


     WHEREAS, SHOW is desirous of selling all its assets to DoubleCase.

     WHEREAS,  DoubleCase is desirous of acquiring all, or substantially all, of
the assets of the SHOW;

     IT IS HEREFORE  AGREED that in  consideration  of the mutual  covenants and
agreements hereinafter set forth, the parties hereto
agree as follows:

     1.     Exchange of Assets.

     1.1  Subject  to the  terms  and  conditions  of  this  Agreement  and  the
performance by the parties  hereto of their  respective  obligations  hereunder,
SHOW shall exchange,  transfer,  convey,  assign and deliver to DoubleCase,  and
DoubleCase  shall receive,  acquire and accept on the Closing Date (as such term
is hereinafter  defined) all of the rights, title and interest of SHOW in and to
the business,  assets,  goodwill, and rights of SHOW in all or substantially all
of its assets,  including customer lists, inventory, as specified in the list of
Assets  attached  hereto as Exhibit I (the "Assets &  Allocation"),  as the same
shall  exist on the  Closing  Date,  including,  without  limitation,  rights in
tradenames,  trademarks and copyrights,  patent and patent pendings,  all rights
relating to or arising out of the business  conducted  by SHOW under  express or
implied warranty (as from the suppliers of SHOW with respect to the Assets being
transferred to DoubleCase) , all books and records,  correspondence and files of
or relating to the business or Assets of SHOW being  exchanged  with  DoubleCase
and  all of  SHOW's  rights,  title  and  interest  in and  to  each,  contract,
agreement,  purchase  order or  commitment  to which SHOW is a party or in which
SHOW has rights (all of such assets are collectively  referred to hereinafter as
the  "Assets"),  free  and  clear of all  liabilities,  obligations,  liens  and
encumbrances, except as expressly assumed by DoubleCase under Section 2 below.


     1.2 The  transfer  of the Assets as herein  provided  shall be  effected by
bills of sale,  endorsements,  assignments,  drafts,  checks,  deeds  and  other
instruments  of transfer and  conveyance  delivered to DoubleCase on the Closing
Date in form sufficient to transfer the Assets as contemplated by this Agreement
and as shall be reasonably  requested by DoubleCase.  SHOW covenants that (i) it
will,  at any time and from time to time after the  Closing  Date,  execute  and
deliver  such other  instruments  of  transfer  and  conveyance  and do all such
further acts and things as may be reasonably requested by DoubleCase to transfer
and deliver to  DoubleCase or to aid and assist  DoubleCase  in  collecting  and
reducing to possession,  any and all of the Assets;  (ii) DoubleCase,  after the
Closing Date, shall have the right and authority to collect,  for the account of
DoubleCase, all checks, notes and other evidences of indebtedness or obligations
to make  payment  of  money  and  other  items  which  shall be  transferred  to
DoubleCase  as  provided  and to endorse  with the name of  DoubleCase  any such
checks,  notes or other  instruments  received after the Closing Date; and (iii)
SHOW will  transfer and deliver to DoubleCase  all other  property that SHOW may
receive  after the  Closing  Date in respect of or arising  out of the  business
conducted by SHOW.

     1.3 SHOW  covenants  that between the date hereof and the Closing Date and,
if reasonably  requested by DoubleCase,  after the Closing Date,  SHOW shall use
its best  efforts  to  obtain  the  consent  of any  parties  to any  contracts,
licenses, leases, commitments, sales orders, purchase orders or other agreements
being assigned by SHOW to DoubleCase  hereunder as shall be reasonable requested
by  DoubleCase.  If any such required  consent is not obtained,  this  Agreement
shall  constitute  an agreement  to assign the  instrument  relating  thereto to
DoubleCase.

     2.  Assumption of  Liabilities.  DoubleCase  shall assume no liabilities of
SHOW.

     3. Closing.  The Closing  hereunder (the "Closing") shall take place on the
___ day of October, 1999 at  _________________________ or at such other time and
place as may be agreed by DoubleCase and SHOW (the "Closing Date").

    4.  Exchange Terms; Allocation.

     4.1 In  consideration  of the exchange  and  transfer of the Assets  herein
contemplated, on the Closing Date, DoubleCase shall deliver at Closing:

          a) $80,000  promissory  note, plus the total value of SHOW liabilities
     not to exceed $35,000;  Terms of the $80,000  Promissory note as follows: -
     6%  annual  interest  -  Payment  Schedule  - 15% of  gross  revenue  (less
     discounts  and returns) Pd the 15th of month  following - Unpaid  principal
     and interest shall become due and payable on the one anniversy

          b)  266,667  shares  of  Banyan  Corporation  common  stock  valued at
     $200,000  per the closing  market  price three days before  closing,  In no
     event  shall the Banyan  common  stock be valued less than $0.75 per share.
     Said shares shall be issued exempt from registration under Rule 144.


     5.  Representations  and  Warranties of SHOW.  SHOW hereby  represents  and
warrants as follows:

     5.1 SHOW is a  corporation  duly  organized,  validly  existing and in good
standing  under the laws of New York and has full power and authority to own its
properties and carry on its business as and in the places where such  properties
are now owned or such business is now being conducted. On or before closing SHOW
shall  establish  to the  satisfaction  of  DoubleCase  that it has title to the
Assets and  authority  to convey the same in  accordance  with the terms of this
Agreement. SHOW has taken no action and has not failed to take any action, which
action or failure  would  preclude or prevent  DoubleCase  from  conducting  the
business of SHOW in the manner heretofore conducted.

    5.2  SHOW has no subsidiaries,

     5.3  SHOW  has  obtained   written  approval  of  over  two-thirds  of  its
stockholders and is fully empowered by them to enter into this transaction.

     5.4 SHOW has full power and authority,  corporate and  otherwise,  to enter
into this  Agreement  on behalf of the SHOW and to cause the SHOW to assume  and
perform its, his or her  obligations  hereunder.  The  execution and delivery of
this  Agreement and the  performance by SHOW of its  obligations  hereunder have
been duly  authorized by the Board of Directors of SHOW and no further action or
approval,  corporate  or  otherwise,  is  required in order to  constitute  this
Agreement as a binding and  enforceable  obligation  of SHOW.  The execution and
delivery  of this  Agreement  and  the  performance  by SHOW of its  obligations
hereunder  do not and will not  violate  any  provision  of the  Certificate  of
Incorporation or By-Laws of SHOW and do not and will not conflict with or result
in any breach of any condition or provision  of, or constitute a default  under,
or result in the creation or imposition of any lien,  charge or encumbrance upon
any of the Assets by reason of the terms of any contract, mortgage, lien, lease,
agreement indenture,  instrument, judgment or decree to which SHOW is a party or
which is or  purports  to be binding  upon SHOW or which  affects or purports to
affect any of the Assets.

     5.4 No  action,  approval,  consent  or  authorization,  including  but not
limited to any action, approval, consent or authorization by any governmental or
quasi-governmental  agency,  commission,  board,  bureau or  instrumentality  is
necessary  as to SHOW in order to  constitute  this  agreement  as a binding and
enforceable obligation of SHOW in accordance with its terms.

     5.5  SHOW  has not  incurred  any  obligation  or  liability  (absolute  or
contingent,  liquidated  or  unliquidated,  choate or inchoate)  except  current
obligations and liabilities  incurred in the ordinary course of their businesses
which would act as a lien against the Assets.

    5.6  SHOW has not leased or effected any transfer of any of the Assets.

     6.   Representations  and  Warranties  of  DoubleCase.   DoubleCase  hereby
represents  and warrants that on the closing date all of the  following  will be
true:

     6.1 DoubleCase is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the state of Kansas

    6.2  DoubleCase is a wholly owned subsidiary of Banyan Corporation.


     7.    Miscellaneous.

          a) This Agreement shall constitute the entire agreement of the parties
     hereto and may not be  amended,  except by written  consent of the  parties
     hereto in writing executed by them.

          b) This  Agreement  shall be  construed  according  to the laws of the
     State of  Colorado  and  shall be  enforceable  in any  court of  competent
     jurisdiction located in the State of Colorado.

          c) This Agreement  shall inure to the benefit of the parties and their
     successors in interest, if any, but shall not otherwise be assignable.

          d) Where in this  Agreement  one  gender or the other is used,  of the
     singular or the plural is used,  and if to effect the intent of the parties
     hereto  the  use of the  other  gender  or  number  is  needed  then  it is
     understood that such gender or both or such number or both is implied.

          e) This  Agreement  may be  executed  in  counterparts  and receipt of
     facsimile   transmission  of  signatures  shall  be  sufficient  to  effect
     acceptance of this  Agreement,  although the parties hereto agree to submit
     within a reasonable time duplicate original signed copies of this Agreement
     to each other.

     8.  Indemnification.

     Each party to this Agreement  shall  indemnify and hold harmless each other
party at all times  after the date of  closing  against  and in  respect  of any
liability,  damage or  deficiency,  all actions,  suits,  proceedings,  demands,
assessments,  judgments, costs and expenses,  including attorney's fees incident
to any  of the  foregoing,  resulting  from  any  misrepresentation,  breach  of
covenant or warranty for  non-fulfillment  of any  agreement on the part of such
party under this Agreement,  or from any  misrepresentation  in or omission from
any certificate  furnished or to be furnished to a party  hereunder.  Subject to
the terms of this  Agreement,  the  defaulting  party shall  reimburse the other
party or parties on demand for any  reasonable  payments made by said parties at
any time after the date of  closing,  in respect  to any  liability  or claim to
which the foregoing  indemnity relates, if such payment is made after reasonable
notice to the other party to defend or satisfy the same,  and such party  failed
to defend or satisfy the same.


     9.  Expenses.  Each party shall pay its own expenses.


     10. Brokers. DoubleCase shall not be liable for the payment of any finder's
or consultant's.

     IN WITNESS WHEREOF THE PARTIES HERETO,  CORPORATE  PARTIES HAVING BEEN DULY
AUTHORIZED BY THEIR  RESPECTIVE  BOARDS OF  DIRECTORS,  HAVE SET THEIR HANDS AND
SEALS ON THE DATE FIRST ABOVE WRITTEN.

DOUBLECASE CORPORATION                               SHOWCASE TECHNOLOGIES, LLC



BY:/s/CAMERON YOST                                        BY: /s/ALAN HILLSBERG
CAMERON YOST                                                  ALAN HILLSBERG
PRESIDENT                                                     PRESIDENT



 BULK BILL OF SALE



Pursuant to the Asset  Purchase  Agreement  dated the ___ day of October,  1999,
(hereafter  "APA") by and  between  Showcase  Technologies,  LLC,  owned by Alan
Hillsberg,  and DoubleCase Corporation,  a Kansas Corporation and a wholly owned
subsidiary  of Banyan  Corporation,  this Bulk Bill of Sale hereby  confirms and
perfects the transfer of assets provided by the "APA".

Upon receipt of 266,667 shares of Banyan  Corporation  common stock (pursuant to
paragraph  4.1(b) of the "APA") all of the Assets as contemplated in Paragraph 1
and  elsewhere in the "APA" are hereby  transferred,  assigned and conveyed from
Showcase Technologies, LLC to DoubleCase Corporation.

Receipt of a Promissory Note in the amount of $80,000, pursuant to paragraph 4.1
(a) of the "APA" is hereby acknowledged.

DoubleCase Corporation                                Showcase Technologies, LLC



BY: /S/ CAMERON YOST                                     BY:/S/ ALAN HILLSBERG
CAMERON YOST                                                  ALAN HILLSBERG
President                                                    Owner and President

Date:                                                               Date: