Exhibit 10.1

                                LICENSE AGREEMENT
                 DATED FOR REFERENCE THE 18TH DAY OF JUNE, 2009

BETWEEN

                                  LIFESPAN INC.
                             6490 W. Desert Inn Rd.
                               Las Vegas NV 89146
              (Hereinafter referred to as "Lifespan" or "Licensor")

                                                              OF THE FIRST PART,

AND:

                                   CYTTA CORP.
                     905 Ventura Way, Mill Valley, CA 94941
               (Hereinafter referred to as "CYTTA" or "Licensee")

                                                             OF THE SECOND PART,

RECITALS

A. Licensor has acquired a combined exclusive license to manufacture, distribute
and market unique technology, plans, patents, trade secrets, trademarks, service
marks, know-how and processes (collectively  "proprietary  information") for the
manufacture,  distribution  and marketing of various  telephony  based  internet
access  and  computing  Products  and  services  related  thereto.  The  Product
("License Unit(s)" or "Units"),  and the Service Package ("License  Service(s)")
(collectively "the System" or "Systems"), are as set out in Schedule A

B. Licensee  desires to obtain an exclusive  license to manufacture,  market and
distribute  the License  Units,  License  Services and Systems in the USA in all
markets,   utilizing   Licensor's   System  and   proprietary   information  and
acknowledges that use of such System and its proprietary information are subject
to  controls  and  restrictions  established  by  Licensor  for the  purpose  of
maintaining a high level of uniform quality and goodwill in the provision,  sale
and operation of License Units, License Services and Systems.

In consideration  of the mutual  covenants set forth herein,  the parties hereby
agree to the following terms and conditions

ARTICLE ONE

DEFINITIONS

As used in this  Agreement,  the following  terms have the  definition set forth
below:

1.1  "Effective  Date"  means  the  earlier  of the date on which  this  License
     Agreement  has been  executed  by the latter of the parties to do so or the
     date set out above.

1.2  "Gross Sales" means the total of all sales of,  transacted  at,  through or
     through the use of, the License Unit(s), License Services(s) and System(s),
     whether  such sales are  evidenced  by check,  cash,  credit,  exchange  of
     otherwise,  exclusive of sales tax or other change  imposed on sales by any
     government authority.  "Gross Sales" also includes all payments to Licensee
     from Sub-Licensees from revenues generated at, through,  or through the use
     of License Units, License Services, and Systems.

1.3  "Net Revenue" shall be Gross Sales less all reasonable  expenses  permitted
     according  to  generally  accepted  accounting   principles,   consistently
     applied.
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1.3  "Information  Package" means the written technical  information prepared by
     the Licensor,  including product  manufacturing  specifications,  operating
     manual and other materials,  which set forth the details of the Product and
     System.

1.4  "Territory" means the geographic area consisting of the USA on an exclusive
     basis.

1.5  "Trademarks" means those, trademarks, copyrights, service marks and patents
     set forth in the Information Package.

1.6  "Payments"  means payments  between Licensor and Licensee as stated in this
     License Agreement and shall be made in the form of U.S. Dollars.

1.7  "Sub  Licensees"  means persons and entities who  sub-license any or all of
     the rights licensed to Licensee by Licensor under this Agreement.

ARTICLE TWO

GRANT OF EXCLUSIVE LICENSE

2.1  Licensor  grants to Licensee a license to  manufacture,  sell,  distribute,
     operate, sub license and market the License Units, License Services and the
     System and to sell, distribute,  sublicense,  use and operate the System in
     the Territory,  all as more specifically  defined in Schedule B (herein the
     "Licensee's Market") and the right to grant Sub-Licenses in connection with
     the marketing, sale, distribution, sublicense, use and operation of License
     Units,  License Services,  and the System upon the terms and subject to the
     provisions  of this  Agreement.  The  grant of the above  license  shall be
     exclusive in the Territory for the Licensee's Market.

2.2  Licensor  grants  to  Licensee  a  license  to use and  display  Licensor's
     Trademarks  in the  Territory in  connection  with the operation of License
     Units, License Services and the Systems and with regard to the Sub-Licenses
     granted by Licensee,  upon the terms and subject to the  provisions of this
     Agreement.

2.3  Licensee  shall have the right but not the  obligation to use the trademark
     "ScreenPhone,"  "TaskStation"  "WebTel,"  "MyWebTel"  or  "Lifespan" in its
     advertisements,  its daily operations and specifically  represent and refer
     to  itself  as the  Licensee  for the  Territory  for  "Lifespan  Inc"  and
     "LifespanInc.com."

ARTICLE THREE

SITE LOCATION AND EXCLUSIVE TERRITORY

3.1  The License Units, License Services and the System shall be manufactured at
     such  locations  as  are  chosen  by  the  Licensee,  but  such  choice  of
     manufacturer  shall  require the  Licensee  to ensure that all  proprietary
     aspects  of the  Product  remain  the sole and  exclusive  property  of the
     Licensor.  The manufacture and distribution of the Product shall be located
     in or  outside of the  Territory  at  locations  ("Site  Locations")  to be
     selected by  Licensee  (or  Sub-Licensees)  and  approved by the  Licensor,
     subject to subsequent after manufacture and sale movement.

3.2  Subject to the terms of this  Agreement,  Licensor  shall not  directly  or
     indirectly sell distribute,  use or operate License Units, License Services
     or the System,  or license or allow others to directly or indirectly  sell,
     distribute,  use or operate License Units,  License Services or the System,
     within the exclusive Territory,  in the Licensee's Market,  during the term
     hereof.

ARTICLE FOUR

TRADEMARKS

4.1  Licensee  has no right,  title or interest in or to any of the  proprietary
     information  and  Trademarks,  except for Licensee's  privilege and license
     during the term hereof to display and use the same.  Licensee  shall not do
     or permit any act or thing to be done in derogation of any of the rights of

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     Licensor in connection with the Trademarks, whether during the term of this
     Agreement or after. Licensee shall use the Trademarks only for the uses and
     in the manner licensed under and as provided in, this Agreement.  During or
     after the term of this Agreement,  Licensee shall not in any way dispute or
     impugn the validity of the  Trademarks,  or the rights of Licensor to them,
     or the rights of Licensor or other licensees of Licensor to use them.

4.2  Licensee may utilize and physically  affix signs  containing the Trademarks
     at such places within or without the License Units,  License Services,  and
     the System as shall be  designated  by  Licensor in its  Technical  Manual.
     Except as expressly  permitted in the Technical Manual,  Licensee shall not
     erect or  display  any  other  signs,  or  display  any  other  trademarks,
     logo-types,  symbols or service marks in, upon,  or in connection  with the
     License Units,  License  Services and the System without  Licensor's  prior
     written approval, this excludes off-site advertising.  Upon the termination
     of this Agreement for any reason,  Licensee  forthwith shall either deliver
     and  surrender  up to  Licensor  each  and all of the  Trademarks,  and any
     physical objects bearing or containing any of the Trademarks; or obliterate
     or  destroy  any  Trademarks  in  Licensee's  possession.  Where  required,
     Licensee  or  Sub-Licensees  shall  obtain  governmental  approval  to  use
     Trademarks,  or  register  same and  shall do so  solely in the name of the
     Licensor.

4.3  Licensee  agrees  promptly to notify Licensor and Licensor agrees to notify
     Licensee, in writing, of the institution of any suit or action or any claim
     of infringement  against Licensee or Licensor for infringement based on use
     of the Trademarks and proprietary information.

ARTICLE FIVE

TRAINING

5.0  Licensee  shall  have the  exclusive  obligation  and  right  to train  and
     otherwise  educate all  Sub-Licensees  throughout the  Territory.  Licensee
     shall  have the  right  to  charge  Sub-Licensees  for  said  training  and
     education.

5.1  Licensor will provide an initial  training  program for up to 3 individuals
     to be  designated  by  Licensee,  at a time and place to be  designated  by
     Licensor,  so that they  will be  trained  in the  complete  operation  and
     management of the License Units,  License Services,  and the System.  These
     individuals  must sign a  confidentiality  agreement  approved by Licensor.
     This training program shall provide basic guidance on all aspects of System
     implementation and operation.

5.2  At  Licensee's  expense  during the initial start up period for the initial
     License Units,  License Services,  and the System shipped to the Territory,
     the  Licensor  shall  provide,  if  requested  by  Licensee,   a  qualified
     representative to train and/or install the License Units, License Services,
     and  the  System  at the  corporate  headquarters  of  Licensee  or at site
     locations as deemed appropriate by Licensor and Licensee.

5.3  The cost of the initial training program  instruction and assistance except
     for  personal  meals,  travel,  lodging,  and other  personal  expenses  of
     individuals receiving training shall be paid by the Licensor.

5.4  Should Licensee request additional assistance at site locations at any time
     during  the  term of this  Agreement  following  start-up,  Licensor  shall
     provide a  qualified  representative  at such  times  and  places as may be
     reasonable  necessary  and  mutually  convenient.  Licensee  shall  pay all
     reasonable   personal  expenses,   plus  $300.00  per  day  for  each  such
     representative.

5.5  Licensor shall have the right from time to time to request  Licensee and/or
     its manager to attend and complete additional training courses or programs.
     Licensee  shall bear the cost of all  expenses of such  trainees.  Licensor
     shall determine the time and place of such training in its sole discretion,
     except that  Licensee  shall have the option to have training at Licensee's
     headquarters at Licensee's expense.

5.6  Licensor  shall make itself  available at its office for  consultation  and
     guidance of Licensee in the operation and  management of the License Units,
     License Services and the System.

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5.7  Each  party  shall  be  responsible  for  obtaining  all  visas  and  other
     immigration or travel documents required for their respective  personnel in
     the  provision  of  training  and  assistance  to License  pursuant to this
     Article 5.

5.8  During the term of this  Agreement,  the Licensor shall  provide,  software
     technical support during normal business hours at Licensor's expense.

ARTICLE SIX

LICENSOR'S PRODUCT SPECIFICATIONS AND TECHNICAL MANUAL

6.1  Licensor  shall provide to Licensee,  upon execution of this  agreement,  2
     copies of Licensor's Product specifications and existing Technical Manuals.
     At all times the Product  specifications  and Technical Manual shall be the
     property of the Licensor and may not be disseminated,  duplicated or copied
     by Licensee.

6.2  Licensor  retains  the  right to  modify  the  Product  specifications  and
     Technical  Manual  at  Licensor's  expense.  Such  modifications  shall  be
     delivered to Licensee, and become effective and binding on Licensee 30 days
     after delivery thereof to Licensee.

6.3  Licensee  agrees to maintain  the  confidentiality  of the  contents of the
     Product  specifications and Technical Manual pursuant to Article 18 of this
     Agreement.  Licensee  shall  return to  Licensor  all copies of the Product
     specifications  and Technical  Manual in its possession upon termination or
     expiration  of this  Agreement.  Additionally  Licensee may make at its own
     expense  any and all  modifications,  design  changes  or  upgrades  to the
     Product  it deems  appropriate,  provided  that all  modifications,  design
     changes or upgrades shall become the property of the Licensor at the end of
     the License term.

ARTICLE SEVEN

ADVERTISING

7.1  Licensee shall be  responsible  for its own  advertising  program and shall
     bear the cost of same.  In the event that in the  future a mutually  agreed
     advertising program is established a separate agreement will be executed.

7.2  Licensee shall be responsible for providing the proper on site advertising.
     This advertising shall include but not be limited to promotional  personnel
     (at  Licensee's  discretion  to maximize  sales),  collateral  material and
     brochures.

7.3  Licensee  shall have the  exclusive  right to  initiate  and  maintain  all
     advertising relating to its license in all areas of the Territory.

7.4  Licensor  shall  furnish  to  Licensee  all   advertising  and  promotional
     materials or artwork used by Licensor in its  advertising at the best price
     Licensor  charges to others for such materials.  Further,  Licensee and Sub
     licensee's shall have the express right to use for their advertising at the
     best  price  Licensor  charges  to  others  for such  materials  all of the
     Licensor's  copyrighted  materials,  promotional  materials,  patents,  any
     brochures,   signage,  decals  and  the  like  materials.   Licensor  shall
     immediately  make all said  materials  available to the  Licensee  upon the
     execution of this Agreement and upon any change,  modification  or addition
     to materials,  including all of the above listed items.  Existing  artwork,
     brochures,  collateral and promotional  material in small  quantities (less
     than 25 each) will be  provided  free of charge.  On orders over 25, a best
     price shall be given. Licensor at its sole discretion, shall make available
     to Licensee when possible, camera ready artwork, copy, film and negatives.

7.5  Licensee  shall  have  the  right  to  charge   Sub-Licensees   a  fee  for
     Advertisement.

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ARTICLE EIGHT

GENERAL RESPONSIBILITIES OF LICENSEE

8.1  The site locations utilized by Licensee shall conform to the specifications
     for the  Licensed  Units,  License  Services  and  System as set out in the
     Technical Manual of the Licensor.

8.2  All equipment,  fixtures,  inventory,  and supplies  utilized in connection
     with the License Units shall conform to applicable specifications set forth
     in the Technical Manual,  and Licensor shall have the right to inspect such
     items during normal  business hours for the purpose of ensuring  compliance
     with such specifications.

8.3  Licensee shall purchase and, at all times during the term hereof,  maintain
     policies of insurance with such minimum  standards,  coverages,  and limits
     (or such  additional  limits or types of coverage) as Licensee and Licensor
     may from time to time agree is  appropriate  to the risks  ensuing from the
     Licensees use of the Licensed Units, License Services and System.

8.4  If Licensee has leased the premises  for the License  Units:  (i) the lease
     shall  not  grant to the  landlord  under  the  lease  any  rights  against
     Licensor,  nor agree to any  other  term,  condition  or  covenant  that is
     inconsistent with any provision of this Agreement.  Licensee shall duly and
     timely  perform all of the terms,  conditions,  covenants  and  obligations
     imposed under the lease.

8.5  Licensee  shall prepare and file all  necessary tax returns,  and shall pay
     any and all  local,  state/provincial  and  federal/national  sales and use
     taxes imposed or incurred,  or levied or assessed by any governmental body,
     in connection with any part of this Agreement, relating to any period prior
     to closing  date,  or any of the goods and  services  sold or  furnished by
     Licensee in connection with the License Unit or License Services, promptly,
     in full, when due, and before any delinquency.

8.6  Licensee  shall  not,  during  the term  hereof and for a period of 2 years
     following  termination  of this  Agreement,  engage in any  business  which
     offers any device  products  or  services  which are  competitive  with the
     License  Unit,  either as a  proprietor,  partner,  investor,  shareholder,
     director, officer, employee, principal, agent, advisor or consultant.

8.7  Licensor  may from time to time  suggest  prices for the goods and services
     offered by Licensee.  Licensee and Licensor agree that the prices suggested
     by  Licensor  are  recommendations  only  and  are not  mandatory.  Nothing
     contained in this Agreement shall be deemed a representation or warranty by
     Licensor  that  the  use of  Licensee's  suggested  prices  shall  produce,
     increase or optimize profits. Licensee further agrees to grant the Licensor
     the ability to acquire  Product from the Licensee at a price  equivalent to
     the full manufactured cost plus ten percent (10%).

8.8  Except as provided in Section  8.18 and  Article 13 below,  Licensee  shall
     protect,  defend and indemnify Licensor,  its subsidiaries,  affiliates and
     designees,  and shall  hold them  harmless,  from and  against  any and all
     costs,  expenses  (including  attorney's  fees and  court  costs),  losses,
     liabilities,  damages,  claims and demands of every kind or nature, arising
     in any way out of Licensee's operation of the License Unit.

8.9  Licensee agrees to use all commercially  reasonable  efforts to promote the
     distribution, sale, and use of the Product.

8.10 Licensee  agrees to maintain a sufficient  inventory of the Product on hand
     that it reasonably  believes is need in order to fill anticipated or actual
     orders expeditiously at all times during the course of this Agreement.

GENERAL RESPONSIBILITIES OF LICENSOR:

8.11 Licensor   shall  provide  all   information   necessary  for  Licensee  to
     manufacture the License Units,  License Services and the System that comply
     with all applicable  specifications  as required to operate Licensed Units,
     License  Services  and the System as  intended.  Licensor  agrees to assist
     Licensee to maintain,  and to  manufacturer  a sufficient  inventory of the

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     Licensed  Units,  License  Services and the System on hand in order to fill
     actual  orders  expeditiously  at all  times  during  the  course  of  this
     Agreement.

8.12 Licensor  shall be  responsible  for  furnishing  to Licensee all technical
     information  necessary to manufacture the License Units,  License  Services
     and the System with the proper  software and hardware  programming  for the
     Licensees described use and agreed upon specifications. Licensee shall bear
     the costs  (if any) of any  modification  and  variations  to the  Licensed
     Units,  License Services and the System, which are requested by Licensee to
     be shipped and used in the Territory.

8.13 Licensor agrees to use all commercially  reasonable  efforts to promote the
     distribution, sale and use of the Product through Licensee.

8.14 Licensor  agrees to provide  Licensee  with all  marketing  and sales leads
     related to the Licensee market,  which they generate,  and to fairly devote
     its efforts to making Licensee a successful venture.

8.15 Licensor  agrees to assist  Licensee  in  arranging  sufficient  management
     assistance to pursue the  manufacturing,  marketing and distribution of the
     Product.

8.16 Licensor agrees to work with the Licensee in the design of all contemplated
     changes in Licensed  Unit and License  Services  and the System  design and
     price.

8.17 Licensor  agrees to transfer to Licensee all rights,  title and interest in
     and to the "use and  marketing"  rights to the  various  new  products  and
     product   variations  and   applications   currently   being  developed  or
     subsequently developed by Licensor, at no cost.

8.18 Licensor shall protect,  defend and indemnify  Licensee,  its subsidiaries,
     affiliates  and designees,  and shall hold them harmless,  from and against
     any and all costs,  expenses  (including  attorney's fees and court costs),
     losses,  liabilities,  damages, claims and demands of every kind or nature,
     arising in any way out of the manufacture or design of the License Unit.

ARTICLE NINE

TERM AND RENEWAL

9.1  Unless  sooner  terminated  in  accordance  with  the  provisions  of  this
     Agreement,  the term of this Agreement shall commence on the Effective Date
     of this Agreement and shall  terminate 10 years  thereafter.  If applicable
     law in the  Territory  requires  that Licensor give notice to Licensee with
     respect to the expiration of the initial term,  this Agreement shall remain
     in effect on a  month-to-month  basis after the  expiration  of the initial
     term until  Licensor has given  Licensee the notice  required by applicable
     law.

9.2  If Licensee has in all respects  complied with the  conditions set forth in
     this Article 9.2, Licensee shall have the right, but not the obligation, to
     enter  into a  Renewal  Agreement  for a term  commencing  on the day which
     follows  the  last  day  of the  initial  term  and  terminating  10  years
     thereafter.  Licensee  shall be entitled to enter into a Renewal  Agreement
     only if, at the time of Licensee's exercise of its right to do so, Licensee
     shall  have  fully  performed  all of  Licensee's  obligations  under  this
     Agreement  and shall have  received no more than two verified and justified
     notices of default  during any twelve (12) month period  during the initial
     term of this  Agreement.  If  Licensor  elects not to renew the  Agreement,
     notice shall be given six (6) months prior to expiration of term.

9.3  Unless  otherwise  expressly  agreed in  writing,  the terms of the Renewal
     Agreement  shall be identical to those of Licensor's  then-current  form of
     license agreement  generally offered by Licensor for the System and License
     Units, License Services and the System.

9.4  Licensee shall not be required to pay any initial license fee upon entering
     into a Renewal Agreement.

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ARTICLE TEN

PAYMENTS TO LICENSOR/PURCHASES FROM LICENSEE

10.1 As an initial license fee, on the Effective Date, Licensee shall deliver to
     Licensor a certificate  representing six million  (6,000,000) shares of the
     Licensee's common stock.

10.2 As a continuing license fee Licensee shall also pay Licensor a sum equal to
     the following,  one half of one percent (.5%) of the Net Revenue derived by
     Licensee from the sale and use of License Units, License Services,  and the
     System by  Licensee  or its Sub  Licensee's,  within  the  month  following
     billing collected by Licensee or its Sub Licensee's.

10.3 All payments  provided for in this Agreement shall be made at Licensor's or
     Licensee's  (as the case may be) principal  place of business in the manner
     agreed.  No later than 30 days  following  the end of each month during the
     term hereof,  Licensee shall,  concurrently with its submission to Licensor
     of monthly  reports for such month  pursuant to Article 12, pay to Licensor
     the full amount of the royalty  and license  fees due to Licensor  for such
     month.

10.4 If Licensee is  delinquent  in the  payment of any  obligation,  under this
     Agreement,  Licensee  shall pay to Licensor a late payment fee of 2% plus a
     percentage of the delinquent  amount,  calculated  daily  commencing on the
     first day that the payment is  delinquent  and  terminating  on the day the
     delinquent  amount is paid. Such percentage  shall be eighteen (18%), on an
     annualized basis.  Notwithstanding the foregoing, if the amount of the late
     payment fee is greater than the amount  permitted by  applicable  law, then
     such fee shall be reduced to an amount equal to the maximum  lawful fee, it
     being the  intention  of the parties that such late payment fee shall in no
     event be greater than that permitted by law.

10.5 All funds due and owing from royalties and/or License fees and other weekly
     and monthly  amounts  other than  payment for the  License  Units,  License
     Services and the System parts, materials or initial licensing fees shall be
     paid in U.S.  Currency.  The funds paid to Licensor shall be converted into
     U.S.  Currency  on the first day of the month in which the payment is to be
     paid,  and all  payments to be made in ACH or wire  transfer  form,  unless
     another method is requested by Licensor.

ARTICLE ELEVEN

RECORDS AND REPORTING

11.1 Licensee shall prepare a separate monthly report setting forth Gross Sales,
     and  calculating Net Revenue and such other data as Licensor may reasonably
     request,  for each weeks' business operations at the License Units, License
     Services  and the System,  on a form  required  pursuant  to the  Technical
     Manual.  With respect to each month during the term hereof,  Licensee shall
     deliver the weekly reports, assembled for such month, to Licensor not later
     than 30 days  following  such  month.  Licensor  shall  have the option via
     computer network,  to access the daily reports. If Licensor gains access in
     this manner Licensee need only submit a monthly statement.

11.2 No later than 45 days after the  expiration  of each quarter of  Licensee's
     fiscal year and 90 days after the  expiration  of each fiscal year,  during
     the term hereof,  Licensee  shall furnish a statement of profit and loss in
     U.S.  Dollars  for such  respective  quarter  and fiscal year and a balance
     sheet as of the end of such  quarter and fiscal year  certified  to be true
     and correct by Licensee.

ARTICLE TWELVE

RELATIONSHIP OF PARTIES

12.1 Licensee is and shall be considered an independent  contractor  with entire
     control and direction of its business and  operations,  subject only to the
     conditions  and  obligations  established  by this  Agreement.  No  agency,
     employment,  or  partnership  is  created  by  this  Agreement.  Licensee's
     business is separate  and apart from any that may be operated by  Licensor.

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     Neither party to this Agreement shall make any  representations  tending to
     create apparent agency, employment, or partnership. Neither party will have
     authority to act for the other in any manner to create obligations or debts
     binding  on the  other,  and  neither  party  will be  responsible  for any
     obligations or expenses  whatsoever of the other.  Neither Licensee nor any
     person  performing any duties or engaged in any work on the premises at the
     request of Licensee shall be deemed an employee or agent of Licensor.

ARTICLE THIRTEEN

MANUFACTURE/WARRANTY

13.1 Licensee shall manufacture or arrange the manufacture of the License Units,
     License  Services,  and the  System  from  Licensor  and  sell to  Licensor
     therefore at the wholesale price in effect at the time Licensor's  order is
     received, less any applicable discount.

13.2 Licensor agrees to make an initial  purchase from the Licensee an aggregate
     of 200 License  Units,  License  Services,  and Systems when they have been
     manufactured for use with its medical peripherals.

13.3 Licensor  agrees to make  purchases  of an  aggregate  of  Licensed  Units,
     License Services,  and Systems from Licensor of not less than the following
     number of License  Units,  License  Services,  and  Systems for each of the
     following periods:

                      Calendar Year 2010:           5,000
                                                   ------
                      Calendar Year 2011:           7,000
                                                   ------
                      Calendar Year 2012:          10,000
                                                   ------

13.4 Should  Licensor be unwilling or unable to purchase  such number of License
     Units as is specified in Section 13.3 or make  payments in lieu as provided
     hereunder  then Licensee  shall have the right to retain and/or convert the
     Licensor's Royalty Payments into payment in lieu.

13.5 Warranty of Title.

13.5.1 Licensor warrants that Licensor has all right, title and interest and, to
       and under the  License  Unit,  License  Services  and the  System and all
       related proprietary information,  and has all rights to license, sell and
       distribute  the same to  Licensee,  free of any  rights  (proprietary  or
       otherwise) of any other person or entity or any other encumbrance.

13.5.2 Licensor  shall  indemnify,  defend  an hold  harmless  Licensee  and any
       Sub-Licensees  against any and all claims charges,  damages,  costs,  and
       actions asserted by any person or entity that the License Units,  License
       Services  or  the  System,   or  Licensee's   use,  sale,   operation  or
       distribution  thereof,  under this  Agreement  violates the trade secret,
       trademark,  copyright,  patent  or other  proprietary  right of any other
       person or entity.  Licensee shall notify Licensor of the assertion of any
       such claim and shall  cooperate  with Licensor in the  investigation  and
       resolution thereof.

13.5.3 Licensor  shall not  indemnify  Licensee  against any claim or  liability
       based on Licensee'  modification  or conversion of the Product and/or the
       subsequent use of that modification or conversion.

13.6 Limited Warranty.

Licensee warrants the License Units, License Services, and the System to be free
from defects in workmanship  for a warranty period of one (1) year from the date
of delivery, to persons who purchase the Product from Licensee.

                                       8
<PAGE>
13.7 Warranty Service.

Licensee  shall,  at its own expense and  option,  either  repair or replace any
defective  items of the  Product  during  the  warranty  period,  provided  that
Licensor has notified  Licensee and, upon  inspection by Licensee,  Licensee has
found the Product to be defective. Licensor sole and exclusive remedy under this
Agreement shall be limited to the repair or replacement specified herein.

13.8 Warranty Conditions.

The  foregoing  warranties  are  contingent  on the proper use of the product in
accordance with the  instructions and  specifications  published by Licensor and
shall not apply to any  Product  that has been  repaired  or modified by persons
other than Licensor.

13.9 Warranty Disclaimer.

The  express  warranties  set forth in this  Agreement  are in lieu of all other
warranties,  express or implied,  including without limitation any warranties of
merchantability of fitness for a particular purpose.

ARTICLE FOURTEEN

TRANSFER OF INTEREST

14.1 Licensor has the right to assign this Agreement,  and all of its rights and
     privileges.  The assignee shall be financially  responsible  and capable of
     performing  the  obligations  of  Licensor;  and shall  assume and agree to
     perform all Licensor obligations under this Agreement.

14.2 With respect to Licensee's  obligations,  this Agreement is acknowledged to
     be a personal one, being entered into in reliance upon and in consideration
     of the singular skill,  character,  and  qualifications of Licensee and its
     principals,  and owners  and the trust and  confidence  reposed  therein by
     Licensor. Therefore, Licensee may not effect an assignment,  voluntarily or
     involuntarily, by operation of law or otherwise, in any manner, without the
     prior written  consent of Licensor which consent shall not be  unreasonably
     withheld. Licensor may impose, among other things, the following conditions
     precedent  to its consent to an  assignment:  (i) that the assignee (or the
     principal  officers,  shareholders or directors of the assignee in the case
     of a  corporate  assignee)  has the  skills,  qualifications  and  economic
     resources  necessary  in  Licensor's  judgment,  reasonably  exercised,  to
     conduct the business  contemplated  by this  Agreement,  and to fulfill the
     assignee's  obligations  to the  Licensor ; (ii) that as of the date of any
     such  assignment,  Licensee  shall  have  fully  complied  with  all of its
     obligations  to  Licensor  under this  Agreement;  (iii) that the  assignee
     assumes all of the obligations of Licensee under all leases for the License
     Units,  License Services and the System,  and that Licensee shall not be in
     default with respect to any of its obligations under said leases; (iv) that
     assignee pay to Licensor  the sum of five  thousand  dollars  ($5,000) as a
     transfer  fee; (v) that in the event of an  assignment  of this  Agreement,
     Licensor  shall require the assignee to execute a new agreement in the form
     and on  the  terms  and  conditions  then  being  offered  by  Licensor  to
     prospective  licensees similarly  situated,  except that the assignee shall
     not be  obligated  to pay an  initial  license  fee.  The  term  of the new
     agreement  shall expire on the date provided  herein for the  expiration of
     this Agreement.  The execution of the new License  Agreement shall,  except
     for the post-term  obligations of Licensee under this Agreement,  be deemed
     to  terminate  this  Agreement;  (vi)  that  the  assignee,  or  a  manager
     designated  by  the  assignee,   shall  have  satisfactorily  completed  at
     assignee's cost and expense,  the initial training program then required of
     all new licensees of Licensor,  unless such training is waived by Licensor,
     in writing.

14.3 If the Licensee at any time ceases to be, a publicly  traded  company,  the
     transfer in the  aggregate of more than fifty percent (50 %) of the capital
     stock or voting power of Licensee if it is a corporation  or of more than a
     fifty percent (50 %) interest if it is a partnership,  as such parties were
     originally  constituted  at the time of the  execution  of this  Agreement,
     shall be deemed to be an assignment of this Agreement within the meaning of
     this Article.

                                       9
<PAGE>
14.4 Licensee shall have no right to pledge, encumber,  hypothecate or otherwise
     give any third party a security interest in its rights under this Agreement
     in any manner whatsoever  without the prior written permission of Licensor,
     which shall not be unreasonably withheld.

ARTICLE FIFTEEN

TERMINATION

15.1 Licensor  shall  have the right to rescind  this  Agreement  forthwith  if,
     within 30 days  after  the  Effective  Date,  Licensee  has not  reasonably
     complied with the initial training  requirements  pursuant to Article 5. If
     Licensor  exercises  its right to terminate  pursuant to this Article 15.1,
     this  Agreement  shall be null,  void and of no effect,  and neither  party
     shall have any  further  right or  obligation  to the other,  except  those
     obligations  which  by  their  nature  survive  such  rescission,  provided
     however,  that  Licensee's  initial fee  pursuant to Article  10.1 shall be
     refunded in full to Licensee.

15.2 Licensor may terminate this Agreement for the following defaults:

(i)  Except  with  respect  to  Licensee's  failure  to pay any of the  sums due
     Licensor  under  this  Agreement,  or any  related or  ancillary  agreement
     between the parties,  and except as expressly  provided in this  Agreement,
     Licensor may terminate this Agreement upon a material breach by Licensee of
     any  material  provision  of this  agreement,  but only upon 30 days  prior
     written  notice to Licensee,  setting  forth the  material  breach of which
     Licensor  complains.  If Licensee  cures such breach before the end of such
     period,  then  Licensor  shall have no right to  terminate  this  Agreement
     because of such breach.  However, if, because of the nature of such breach,
     Licensee is unable to cure such breach within such 30 day period,  Licensee
     shall be given such additional time as is reasonably necessary within which
     to cure such breach,  upon condition  that  Licensee,  upon receipt of such
     notice from Licensor,  shall have immediately commenced to cure such breach
     and shall continue to use diligence and all reasonable  commercial  efforts
     to do so.

(ii) With  respect to any breach by Licensee of its  obligation  to pay any sums
     due under this  Agreement,  Licensor may terminate  this Agreement upon not
     less than 10 days prior written  notice of such breach.  If Licensee  cures
     such breach  before the end of such  period,  then  Licensor  shall have no
     right to terminate this Agreement because of such breach.

15.3 Licensor  shall  have the right to  terminate  this  Agreement  immediately
     without prior notice to Licensee,  upon the occurrence of any or all of the
     following  events,  each of which shall be deemed to be an incurable breach
     of this  Agreement  which  Licensee  shall have no right or  opportunity to
     cure.

(i)  If  Licensee  is  adjudicated  bankrupt  or  judicially  determined  to  be
     insolvent  (subject to any contrary  provisions  of any  applicable  laws),
     admits Licensee's inability to meet its financial  obligations when due, or
     makes a disposition  of all or a  substantial  part of its assets to or for
     the  benefit of its  creditors,  or if the  License  Unit or  premises  are
     seized,  taken over or foreclosed by a government  official in the exercise
     of such official's duties, or by a creditor,  lienholder or lessor, or if a
     judgment  against  Licensee in the amount of more than  $50,000.00  remains
     unsatisfied (unless an appeal is filed) for a period of more than 60 days.

(ii) If  Licensee  is  convicted  of any felony,  or any crime  involving  moral
     turpitude or  otherwise  relevant to the  operation  of the License  Units,
     License Services and the System;

(iii)If Licensee purports to sell, assign,  transfer,  pledge,  hypothecate,  or
     encumber,  in whole or in part,  this Agreement or License Units or License
     Services and the System in violation of the terms hereof.

(v)  If an audit or investigation  conducted by Licensor discloses that Licensee
     has fraudulently understated Gross Sales or Net Revenue or has fraudulently
     withheld the reporting of Gross Sales or Net Revenue.

                                       10
<PAGE>
(vi) If in Licensor's  reasonable judgment,  Licensee's continued operation will
     result in an imminent danger to public health or safety.

15.4 If any valid  applicable  law or  regulation  of a  governmental  authority
     having  jurisdiction  over  this  Agreement  and the  License  Unit  limits
     Licensor's  rights of termination  under this Agreement or requires  longer
     notice periods than those set forth above,  this Agreement  shall be deemed
     amended to conform  to the  minimum  notice  periods or  restrictions  upon
     termination  required  by such laws and  regulations.  Licensor  shall not,
     however,  be precluded  from  contesting  the validity,  enforceability  or
     application of such laws or regulations in any action, arbitration, gearing
     or dispute relating to this Agreement or to its termination.

15.5 In the  event of  termination  of this  Agreement,  whether  by  reason  of
     default, lapse of time or other cause, Licensee shall forthwith discontinue
     the use of the Trademarks,  and shall not thereafter operate or do business
     under any name or in any manner that might tend to give the general  public
     the impression that Licensee is operating a License Unit, License Services,
     or a System and Licensee  shall not thereafter  use, in any manner,  or for
     any purpose,  directly or  indirectly,  any of  Licensor's  trade  secrets,
     procedures,  techniques or materials  acquired by Licensee by virtue of the
     relationship established by this Agreement,  including,  without limitation
     to the foregoing:

(i)  any manuals, bulletins, instruction sheets and supplements thereto.

(ii) any forms,  advertising  matter,  marks,  devices,  insignia,  slogans  and
     designs used from time in connection with the License Unit or Product;

(iii)any Trademarks,  or trade names and patents now or hereafter applied for or
     granted in connection therewith, and if Licensee fails or refuses to do so,
     Licensor may execute,  in Licensee's name and on Licensee's behalf, any and
     all documents  necessary to cause the  discontinuance  of Licensee's use of
     trade names and Trade marks,  and/or any other related name used under this
     Agreement.  Licensee  hereby  irrevocably  appoints  Licensor as Licensee's
     attorney-in-fact to do so.

15.6 The termination of this Agreement shall be without  prejudice to the rights
     of  Licensor  against  Licensee  and  Licensee  against  Licensor  and such
     termination   shall  not  relieve  Licensor  or  Licensee  of  any  of  its
     obligations  to each other or terminate  those  obligations  of Licensor or
     Licensee, which by their nature, survive the termination of this Agreement.

15.7 In the event  Licensor is  adjudicated  a bankrupt  under  Chapter 7 of the
     United  States  Bankruptcy  Code,  Licensee  shall  have  the  right to all
     information, licenses, software manuals, actual programs, software provider
     names and addresses and any other material whether copyrighted or patented,
     that might assist the Licensee in  utilizing  the software  that is part of
     the  subject of this  Agreement  to be used in the License  Units,  License
     Services and the System.

15.8 (a) Upon the expiration or termination  of this  Agreement,  Licensee shall
     have no  further  right to offer or enter  into any  additional  Sublicense
     Agreements; and Licensor may itself open, own or operate, or license others
     to open own or operate  License Units,  License  Services and the System in
     the Territory.

(b)  Upon the  expiration  or  termination  of this  Agreement  for any  reason,
     Licensee  shall at Licensee's  election,  assign to Licensor its rights and
     interest in each and every Sublicense or at Licensor's election assign such
     Sublicenses to other Licensees of Licensor.

15.9 In the  event of  termination  of this  Agreement,  whether  by  reason  of
     default,  lapse of time or other cause,  the Licensee's users of shall have
     the continued right to use and operate the License Units,  License Services
     and Systems in their possession.

                                       11
<PAGE>
ARTICLE SIXTEEN

DISPUTE SETTLEMENT

16.1 In the event of any  dispute or  difference  arising  out of or relating to
     this  Agreement or the breach  thereof,  the parties hereto shall use their
     best endeavors to settle such disputes or differences. To this effect, they
     shall   consult  and  negotiate   with  each  other,   in  good  faith  and
     understanding  of their  mutual  interests,  to reach a just and  equitable
     solution  satisfactory  to the parties.  If they do not reach such solution
     within a reasonable  period of time, then the disputes or differences shall
     be finally settled by an Arbitration  before an arbitration panel operating
     in  accordance  with  the  Rules of  Conciliation  and  Arbitration  of the
     International Chamber of Commerce.

16.2 The  arbitration  panel  shall be formed of 3  (three)  arbitrators,  to be
     appointed  by proper  authority.  The  arbitration  shall take place at Las
     Vegas,  Nevada. The arbitrators shall resolve any dispute or controversy in
     accordance with the wording and spirit of this Agreement, and, if there are
     no controlling provisions, in accordance with the laws of Nevada.

16.3 The  arbitration  award  shall be final and  binding  on the  parties,  not
     subject  to any  appeal,  and  shall  deal  with the  question  of costs or
     arbitration and all matters related  thereto.  The arbitration  proceedings
     shall be conducted in English and the arbitration award shall be written in
     English.

16.4 Judgment  upon the award  rendered  may be  entered  into any court  having
     jurisdiction,  or  application  may be made to such  court  for a  judicial
     recognition  of the award or an order of enforcement  thereof,  as the case
     may be.

ARTICLE SEVENTEEN

FORCE MAJEURE

The  performance or observance by either party of any  obligations of such party
under this  Agreement  may be suspended by it, in whole or in part, in the event
of any of the following  which prevents such  performance or observance:  Act of
God, war, riot, fire, explosion,  flood, sabotage,  injunction,  compliance with
governmental laws, regulations,  orders or action, or any other cause beyond the
reasonable control of such party; provided, however, that the party so prevented
from  complying  with its  obligations  hereunder  shall  immediately  notify in
writing  the other  party  thereof and such party so  prevented  shall  exercise
diligence  in an endeavor to remove or overcome  the cause of such  inability to
comply.

ARTICLE EIGHTEEN

CONFIDENTIALITY

18.1 Licensee shall hold in confidence any and all  information  disclosed to it
     by  Licensor  concerning  the  System,  business  and  marketing  plans  or
     strategies,   operations  and  technical  advice  and  any  and  all  other
     information of a sensitive  business or technical nature arising under this
     Agreement.  With  respect  to all  such  information,  Licensee  shall  not
     disclose the same to others  without the Licensor's  prior written  consent
     and to limit dissemination of the same among Licensee's  personnel to those
     persons  having a need to know it for  performance  of  duties  under  this
     Agreement.  Licensee  shall  use such  information  only  for the  purposes
     contemplated by this Agreement.

18.2 The foregoing obligation concerning  confidentiality and limitations on use
     of  information  shall  apply for a period five (5) years after the date of
     expiration  or  termination  of  this  Agreement  except  insofar  as  such
     information  is published or otherwise in the public  domain at the time it
     was  disclosed to Licensee or thereafter  becomes  published or part of the
     public domain  through no fault of Licensee;  or is obtained by Licensee in
     good faith  without  restrictions  on disclosure or use from a third person
     who did not derive it from Licensee.

                                       12
<PAGE>
ARTICLE NINETEEN

INTEGRATION OF AGREEMENT: AMENDMENT

19.1 This Agreement  constitutes the entire  agreement  between the parties with
     reference to the subject  matter of this Agreement and supersedes all prior
     negotiations,  understandings,  representations  and  agreements,  if  any.
     Licensee  acknowledges  that it is entering into this Agreement as a result
     of  its  own  independent   investigation  and  not  as  a  result  of  any
     representations  of  Licensor,  its  agents,  officers  or  employees,  not
     contained in any offering circular,  prospectus,  disclosure  document,  or
     other  similar  document  required  or  permitted  to be given to  Licensee
     pursuant to applicable law.

19.2 This Agreement,  including but not limited to, this  provision,  may not be
     amended orally,  but may be amended only by a written  instrument signed by
     the parties.

ARTICLE TWENTY

MISCELLANEOUS

20.1 Any notice  required or permitted to be given under this Agreement shall be
     in writing in the  English  language  and may be hand  delivered,  telexed,
     cabled,  sent via facsimile or mailed by airmail (return receipt requested,
     postage prepaid) and shall be deemed given when received.  Notices shall be
     addressed as follows:

(a)  Notices to Licensor: address first written above

(b)  Notices to Licensee: address first written above

20.2 English  language shall be controlling for all purposes,.  and any language
     translation   shall  not  affect  the  meaning  or  interpretation  of  the
     Agreement.

20.3 This Agreement is executed in two originals, all in the English language.

20.4 The headings contained in the Agreement are for reference purposes only and
     shall not affect the meaning or interpretation of the Agreement.

20.5 Either party's waiver of any breach, or failure to enforce any of the terms
     and conditions of this Agreement, at any time, shall not in any way affect,
     limit or waive such party's  right  thereafter to enforce and compel strict
     compliance with every term and condition of the Agreement.

20.6 The  construction,  performance  and  completion of this Agreement is to be
     governed  by  the  laws  of  Nevada,  USA,  without  giving  effect  to the
     principals of conflicts of law thereof.

20.7 Licensor  acknowledges that Licensee may be required by the laws applicable
     in  the  Territory  to  disclose   and/or   register  this  Agreement  with
     governmental  authorities,  and  consents  to  such  disclosure,   provided
     however,   that  Licensee  shall  inform  Licensee  of  all  such  required
     disclosures and/or registrations made by Licensee.  All such registrations,
     shall,  unless  prohibited by local law, identify Licensee as a Licensee of
     Licensor.

                                       13
<PAGE>
IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.

Lifespan Inc.


By: /s/ Ken Berscht
   --------------------------------
   Ken Berscht, CEO


Cytta Corp.


By: /s/ Stephen Spalding
   --------------------------------
   Stephen Spalding, CEO

                                       14
<PAGE>
                                   SCHEDULE A

Product Descriptions:

"ScreenPhone" is a Internet  capable  telephone with a touch screen and keyboard
attached  with a proprietary  operating  system  upgradeable  from the following
original manufactured features:

   Item                                        Description
   ----                                        -----------

Size & color                   30.1*28.4*11.4cm,  Silver Gray

Power                          External Power Adapter (+5V 3A, AC 80~230V)

OS                             Proprietary Linux Kernel

CPU                            SA1110

Flash Memory                   256MB

DRAM                           512MB

Extra Memory                   Smart media Card (4GB)

LCD                            8.2" STN

Available N/W Interface        ISDN (2 channels are available)
(Internet / Call)              - Internet: PPP/MLPPP through ISDN
                               - Call: ISDN basic & supplementary SVC
                               ADSL (External ADSL modem required)
                               - Internet: PPP over Ethernet
                               - Call: PSTN
                               Ethernet (for Internet or VoIP) + PSTN (for Call)

Input Device                   Touch Screen
                               Screen Key pad
                               QWERTY Key Board

Printer                        Parallel/USB

Card Reader                    Smart Card Application (ISO7816, EMV)

Rest Page (based on HTML)      Basic Function
                               Fixed Advertisement
                               Dynamic Advertisement
                               Web based user guide

Browser                        HTML / HTTP
                               DHTML, DOM level 0, CSS1
                               Image Display (JPEG /Ani. GIF )
                               SSL v2, v3 with RC4 encryption
                               SET 1.0 Preparation
                               Cookies
                               Bookmark
                               Click to Call Tag/Mail Tag
                               JAVA Applet
                               JAVA Script 1.4
                               Plug-ins (Flash**, Real G2**, MP3**, Quicktime**)

                                15
<PAGE>
E-Mail                         IMAP4, POP3 Protocol
                               SMTP Protocol
                               Multiple mail boxes
                               MIME 1.0 Message Format
                               Multiple Attachment for Forwarding
                               HTML Link Connection

Assistant                      Calendar, Scheduler, To Do List, Address Book,
                               Memo/Scratch Pad*, Calculator*, Synchronization
                               Filters*

Catalog Service                Web based Yellow Page Service

Voice Mail                     Notification, Visual and Connection

Basic Telephone                Outgoing Call
                               Incoming Call
                               Handset or Speaker Phone or Wireless (optional)
                               Volume Control
                               Hold & Hold Recall
                               Speed Dial
                               Redial
                               Chain Dial
                               Mute
                               Call Log

ISDN Supplementary             Call Forwarding Unconditional(CFU)
Service                        Call Forwarding on No Reply(CFNR)
                               Call Forwarding on Busy(CFB)
                               MSN option based CF services
                               Message Waiting Indication
                               Call Waiting(CW)
                               Hold
                               Three Party Service (3PTY)
                               Call Completion on Busy Subscriber(CCBS)
                               User Controlled CLIR
                               Key Pad Facility

Answering                      Record Time ; 15 Minutes

Software Download              Program Upgrade
                               User Configuration Data Update
                               Restpage Update
                               Advertisement Update

Plug & Play                    Automatic Registration
                               Automatic Configuration
                               Initial S/W Download

                                       16
<PAGE>
"Taskstation":

Hardware:   Panel  PC  Type   configuration   (high  quality   Industrial  Grade
construction),  cast and brushed aluminum case, AMD Duron 1.2Ghz CPU or greater,
256MB DDR RAM (Expandable to 1.0 Gigabytes),  Net boot or stand alone 20GB, 40GB
or 60 Gigabyte Hard Drive Options, 15" high quality TFT screen, 10/100 Ethernet,
USB ports  (four),  Serial  port,  4 USB ports,  Sound  Jacks,  Wireless  Modem,
Universal  mount  allowing  for 180 Degree  swivel,  wall mount,  horizontal  or
vertical  desktop  mount,  or negative  angle for  overhead  setup,  1 short PCI
peripheral add on card, USB telephone handset (headset or wireless versions also
available). Multiple keyboard options (including IR), SmartCard reader, CD/RW or
DVD player, Built in video camera, Biometric  authentication options.  Software:
Linux or  Windows  may be  installed  at  user's  discretion;  however  the base
configuration will include a proprietary OS.

Services  Description:  remote  services  provided for web based  E-Mail,  voice
messages,  messenger,  voice over IP (VoIP), remote file storage,  anonymous web
surfing, portal, and software updates.

System  Description:  turnkey  solution of product  hardware,  OS and supporting
services  requiring no special software  installation or configuration on behalf
of the end user with the exception of device/network setup when applicable.

                                       17
<PAGE>
                                   SCHEDULE B

1)   The extent of the exclusive  license granted hereunder for the Territory is
     to manufacture, distribute and market the Units, Services and System in the
     USA



                                       18