AGREEMENT

                                                                     EXHIBIT 2.2
                                                                     -----------

                                   AGREEMENT

         This Agreement is dated as of the 13 day of November 2006 by and among
Semotus Solutions, Inc,, a Nevada corporation with its principal office at 718
University Ave., Suite 202, Los Gatos, CA 95032 (the "Company"), and Richard J.
Sullivan (the "Investor").

         WHEREAS, the Company and the Investor have been discussing a potential
investment by the Investor in the Company, the use of proceeds of that
investment is intended for the Company's general corporate purposes, including
increasing the Company's sales and marketing efforts; and

         WHEREAS, it was the mutual desire of the Company and the Investor that
the Investor's investment in the Company would take the form of a promissory
note that would be convertible into shares of the Company's common stock at any
time at the option of the holder at a rate that would be agreed to by the
Company and the Investor; and

         NOW THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows.

         1. PURCHASE OF CONVERTIBLE PROMISSORY NOTE.

Pursuant to the Convertible Promissory Note, dated the date hereof and attached
as Exhibit A, the Company has executed to the Investor the Convertible
Promissory Note. The Company's ability to issue the Common Shares and to pay
cash dividends for a reasonably foreseeable period into the future is not
prohibited by applicable provisions of law or the terms and provisions of any
agreement of the Company, including any agreement or instrument relating to its
indebtedness or the Company's Certificate of Incorporation or Bylaws, or if the
conversion would constitute a breach thereof, or a default thereunder, or if the
making of the conversion shall be restricted or prohibited by any applicable
law, rule or regulation.

         2. RESTRICTIONS ON TRANSFERABILITY.

The Investor understands that the Common Shares to be issued upon conversion
will be restricted securities subject to the resale provisions of Rule 144.

         3. FURTHER INVESTMENT.

The Investor and the Company agree to discuss, from time to time, possible
future investments by the Investor in the securities of the Company in
connection with future acquisition opportunities that the Company may identify.
The Company acknowledges that no Investor has made any commitment to make any
such future investment, and that the decision to make any such future investment
is in the sole discretion of each Investor. The Investor acknowledges that the
Company has made no commitment to offer any such future investment to any
Investor, and that the decision to make any such offer of future investment is
in the sole discretion of the Company.

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         4. PUBLIC STATEMENTS OR RELEASES.

Neither the Company nor any Investor shall make any public announcement with
respect to the existence or terms of this Agreement or the transactions provided
for herein without the prior approval of the other parties, which shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this
Section 3 shall prevent any party from making any public announcement it
considers necessary in order to satisfy its obligations under the law or the
rules of any national securities exchange or market, provided such party, to the
extent practicable, provides the other parties with an opportunity to review and
comment on any proposed public announcement before it is made.

         5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.

5.1      The Purchaser represents and warrants to, and covenants with, the
Company that:

         (i)      the Purchaser is knowledgeable, sophisticated and experienced
                  in making, and is qualified to make, decisions with respect to
                  investments in securities representing an investment decision
                  like that involved in the purchase of the Shares, including
                  investments in securities issued by the Company, and has
                  requested, received, reviewed and understood all information
                  it deems relevant in making an informed decision to purchase
                  the Shares, including, without limitation, the information
                  contained in the Information Documents;

         (ii)     it acknowledges that the offering of the Shares pursuant to
                  this Agreement has not been reviewed by the Commission or any
                  state or Canadian regulatory authority;

         (iii)    the Purchaser is acquiring the number of Shares set forth in
                  the signature page hereto, for its own account for investment
                  only and with no present intention of distributing any of the
                  Shares the distribution thereof;

         (iv)     the Purchaser will not, directly or indirectly, offer, sell,
                  pledge, transfer or otherwise dispose of (or solicit any
                  offers to buy, purchase or otherwise acquire or take a pledge
                  of) any of the Shares which form such Shares except in
                  compliance with the Securities Act, the Securities Act Rules
                  and Regulations and any applicable state securities or blue
                  sky laws;

         (v)      the Purchaser has completed or caused to be completed the
                  American Stock Exchange Questionnaire and the Stock
                  Certificate Questionnaire, attached hereto as Appendix I and
                  Appendix II, and the answers thereto are true and correct as
                  of the date hereof;

         (vi)     the Purchaser has, in connection with its decision to purchase
                  the number of Shares set forth on the signature page hereof,
                  not relied upon any representation