AMENDMENT 4 TO THE FEE AGREEMENT BETWEEN SEMOTUS SOLUTIONS, INC. AND BATHGATE CAPITAL PARTNERS, LLC

                                                                    EXHIBIT 10.1
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                                   AMENDMENT 4
                                To the Agreement
       BETWEEN SEMOTUS SOLUTIONS, INC. AND BATHGATE CAPITAL PARTNERS, LLC

This Amendment is entered into this 27th day of October, 2006, and modifies the
Agreement by and among Semotus Solutions, Inc. (the "Company") and Bathgate
Capital Partners, LLC ("Bathgate") dated May 27, 2004 as amended (the
"Agreement").

WHEREAS, the Parties desire to amend the Agreement as set forth below:

"Contingent Fee. If, during the Engagement Period or the Tail Period you enter
into a reverse merger with ClearTalk or an affiliate of Cleartalk, you shall pay
Bathgate (the "Holder") an additional fee consisting of ONE HUNDRED FIFTY
THOUSAND DOLLARS ($150,000) AND TWO MILLION (2,000,000) SHARES OF THE COMPANY'S
RESTRICTED COMMON STOCK (THE "SHARES") WITH CERTAIN PIGGYBACK REGISTRATION
RIGHTS, SET FORTH AS FOLLOWS:

If (but without any obligation to do so) Company proposes to register any of the
Shares on a registration statement (other than a registration relating solely to
the sale of securities to participants in a Company stock plan, a registration
relating to a corporate reorganization or other transaction under Rule 145 of
the Act, a registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Shares, a registration in which the only Shares being
registered are Shares issuable upon conversion of debt sec