Exhibit 10.1

                             MEMORANDUM OF AGREEMENT

Dated for reference this 24th, day of June 2011

Between

          Cytta Corp. a Nevada company (herein "Cytta"), having its principal
          offices at 6490 West Desert Inn Rd, Las Vegas NV USA, 89146

And

          Promia, Inc. and affiliates (herein "PROMIA"), located at 160 Spear
          Street, Suite 320, San Francisco, CA 94105

Whereas

     A.   Cytta is the owner, through license, of a cellular network, composed
          of SMS, data and voice capacity in the USA.

     B.   Cytta also has the ability to expand the network to the remainder of
          the world.

     C.   Cytta intends to utilize the US Network to provide data and voice
          transmission services from Bluetooth enabled medical peripherals and
          other Technology.

     D.   The data from the Technology and/or patients will be transmitted
          through a connectivity device utilizing mobile telecom Technology,
          utilizing the cellular network and/or various WIFI enabled
          communication Technology.

     E.   Cytta intends to utilize an android enabled smartphone as the primary
          communication device and is currently in discussions with
          manufacturers regarding securing appropriate Technology for their
          market.

     F.   The data will move from the smartphone to the Cytta Data repository
          and from there to the Cytta Electronic Dashboard for review by their
          clients and from there to any other authorized recipients (which in
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          the medical field may be the Electronic Personal Records or Electronic
          Medical Record repositories maintained by the patients, payors or
          providers who may be the clients of Cytta). The uses of the Cytta
          system include numerous other vertical markets which Cytta is
          currently exploring.

     G.   Given the capabilities of the smartphones being designed for the
          system it is anticipated that there will be downstream uses for the
          voice communication capability as well as the ability to display
          notices and advertising on the screen of the smartphone (or as SMS or
          email messages).

     H.   PROMIA, an established development firm and software provider since
          1991 and is in the business of providing solutions that are designed
          to support highly secure, reliable, scalable and interoperable
          business applications. PROMIA's open-standard solutions comply with
          the newest emerging security regulations and specifications, providing
          high levels of information security assurance.

     I.   PROMIA has targeted energy and power industries, military, government
          and financial institutions, developing sophisticated new intrusion
          detection tools that employ Artificial Intelligence techniques on high
          speed, high volume network systems.

     J.   In the Energy and Power Industries Promia through their innovative,
          web-based, Wiki-enabled CIP Knowledge Base provides "at the
          fingertips" reference to compliance standards, an integrated
          methodology to step you through the process, and a knowledge capture
          database that stores your compliance information for audit reporting
          purposes. Promia also utilizes the Promia Raven Cyber Security
          management system that automatically discovers your Cyber assets,
          their vulnerabilities and protection profiles without costly, error
          prone, manual processes. Additionally Promia utilizes an Integrated,
          Risk Assessment Methodology - the core of the Cyber asset management
          process - that determines the vulnerabilities, risk profiles and
          assignment of criticality of your Cyber assets.

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     K.   Promia also supplies support in the form of a World-Class Team of
          Promia, Cyber and Nexant Electrical power systems consultants that
          provide the best in class support to assure a timely, high level of
          NERC compliance.

     L.   In the Financial Sector Promia's solutions are directed at the
          financial institutions who are concerned now more than ever with
          protecting their Cyber-based systems from attack and exploit by
          hostile sources. Most financial companies now have a significant
          investment in online systems whether it's online banking, stock
          trading or customer services. Financial institutions must maintain a
          trusted relationship with their online customers. If that trust is
          broken, they risk a large cost from losing current customers, and from
          potential customers that will not do business with institutions that
          are viewed as untrustworthy. Compounding this risk is regulatory
          compliance mandates such as the Federal Information Security
          Management Act (FISMA) that require financial institutions to
          demonstrate their ability to protect their critical financial systems.

     M.   Promia's capability to detect security threats is the first line of
          defense against Cyber intruders. Promia Raven systems detect and
          report, in real time, attempts to exploit your Cyber systems. Critical
          incidents are reported and highlighted so that your network operations
          personnel can be alerted of pending threats and can take immediate
          action to thwart them. The Promia Raven appliances provide inline,
          dynamically enabled blocking so that not only can you detect
          intrusions, you can stop them in their tracks.

     N.   For the above reasons the Parties herein wish to work together in this
          venture.

     O.   The Parties have agreed that numerous synergies can be achieved by
          combining their various skill sets to more efficiently provide
          services to their respective markets.

Now therefore this agreement witnesseth that in consideration of one dollar and
other good and valuable consideration the Parties hereto agree as follows.

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     1.   Cytta wishes to work with PROMIA to utilize its special skills and
          services (the "Technology") in all Cytta's communication devices and
          network access points (herein "Systems") distributed in the USA and
          abroad.

     2.   PROMIA wishes to have Cytta install and market its Technology on all
          Systems they deploy in the USA and abroad.

     3.   Additionally Promia wishes to have Cytta market its technology in all
          other markets in which it can be deployed, pursuant to the Value Added
          Reseller Agreement agreed to between the Parties.

     4.   Cytta intend to expand its network capacity internationally and PROMIA
          wishes to avail them of the opportunity to offer their Technology as
          part of the System package.

     5.   To fulfill the objectives of the parties they will agree to form a
          Joint Venture LLC (the "JV" or the "Cytta Connects LLC") for the
          purposes of developing marketable products utilizing the assets of
          Promia and Cytta. The general format of the JV will be 60% Cytta 40%
          Promia, but shall be varied depending upon the agreed upon
          contribution of the parties.

     6.   The first product to be developed by the JV will be related to the
          Cytta medical system and network with the details to be determined by
          the parties.

     7.   The JV shall be initially funded by Cytta for a total of $250,000, or
          as otherwise agreed between the parties.

     8.   The Parties wish to work together to fulfill all the technical and
          business objectives of this agreement and have agreed to work together
          to define the technical and business elements of the project.

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     9.   This Memorandum of Agreement (herein "MOA") is made in good faith and
          for the purpose of accelerating a working relationship with both
          parties. Both parties further agree to work toward executing an
          expanded Definitive Agreement and JV based on this MOA framework by no
          later than August 1, 2011. If such Definitive Agreement is not signed
          by that date, this MOA will continue in force and is renewable
          annually.

     10.  TERMINATION OF MOA. Either party may terminate this Agreement at any
          time providing 30 days prior written notice of termination to the
          other Party. Any notice of termination shall only be effective
          however, when received.

     11.  DISCLOSURE OF INFORMATION.

          Parties acknowledge that from time to time during the Agreement term,
          Parties will come into possession of certain information regarding
          other Party, and its scientific and intellectual property, including,
          but not limited to, software information, copyrightable brochures,
          customer lists, price books, mechanical drawings, research and
          development data and other information considered confidential.
          Parties will not, during or after the Agreement Term, disclose, except
          to other Party and its Board of Directors, without authorization of
          the other Party's Board of Directors, all or any portion of such
          information to any person, firm, corporation, association or other
          entity. In the event of a threatened breach of the provisions of this
          paragraph, Party shall be entitled to an injunction restraining other
          Party from making any such disclosure. If any Party breaches the
          provisions of this paragraph during the Agreement Term, such action
          shall be grounds for termination of this Agreement as hereinafter
          provided.

          If Party retains in any manner or form any of the information
          specified hereinafter after the termination of this Agreement for
          whatever reason or Party discloses all of or any portion of such
          specified information, all of the other Party's obligations, if any,
          hereunder shall be deemed to be completely fulfilled.

          Nothing herein shall be construed as prohibiting the Party from
          pursuing any other remedies available to him for such breach or
          threatened breach, including the recovery of damages from the other
          Party.

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     12.  ENUREMENT

          This agreement will enure to the benefit of and be binding upon the
          parties hereto and their respective successors and permitted assigns.

     13.  ADDITIONAL DOCUMENTS

          The parties hereto will execute and deliver all such further documents
          and instruments, and do all such further acts and things as may be
          necessary to carry out the full intent and meaning of this agreement
          and to give effect to the transactions contemplated hereby.

     14.  CAPTIONS

          The captions appearing in the agreement are inserted for convenience
          of reference only and shall not effect the interpretation of this
          agreement.

     15.  COUNTERPARTS

          This agreement may be executed in counterpart and all counterparts so
          executed shall constitute one agreement binding on all parties hereto.
          It shall not be necessary for each party to execute the same
          counterpart hereof.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of
the day and year first written above.

/s/ John Mullen                             /s/ Stephen Spalding
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Authorized Signatory                        Authorized Signatory
Promia, Inc.                                Cytta Corp.


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