EXHIBIT 10.1
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NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES ARE RESTRICTED
AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.



                             SEMOTUS SOLUTIONS, INC.

               Incorporated Under the Laws of the State of Nevada

No. A-1                                                      10,000 Common Stock
                                                             Purchase Warrants


                          CERTIFICATE FOR COMMON STOCK
                                PURCHASE WARRANTS

         1. Warrants. This Warrant Certificate certifies that ELITE FINANCIAL
COMMUNICATIONS GROUP, LLC, or registered assigns (the "Holder"), is the
registered owner of the above-indicated number of Warrants expiring on November
4, 2007 ("Expiration Date"). One (1) Warrant entitles the Holder to purchase one
share of common stock, $.01 par value ("Share"), from Semotus Solutions, Inc., a
Nevada corporation ("Company"), at a purchase price of $0.35 per share
("Exercise Price"), commencing November 4, 2005, and terminating on the
Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate
with the exercise form hereon duly completed and executed with payment of the
Exercise Price at the offices of the Company, 718 University Ave., Suite 202,
Los Gatos, CA 95032.

         2. Transfer of Warrants. The Warrants represented by this Warrant
Certificate shall not be transferable except upon the death of the Holder and
then only to the estate of the Holder or pursuant to the Holder's will or the
applicable laws of descent and distribution.

         3. Exercise of Warrant. The Warrant may be exercised in whole or in
part at any time on or before the Expiration Date upon surrender of the Warrant
in conjunction with Form of Election to Purchase and the payment at the Exercise
Price stipulated above. If the Warrant is exercised in part, then the Holder
shall be entitled to receive a new Warrant covering the remaining number of
Warrant Shares not exercised.

         4. Expiration of Warrants. No Warrant may be exercised after 5:00 p.m.
Pacific Time on the Expiration Date and any Warrant not exercised by such time
shall become void, unless the Expiration Date of this Warrant is extended by the
Company.

         5. Piggy Back Registration Rights.

         a. 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 securities that are also being
            registered, or if there is a managing underwriter of the offering of
            shares referred to in the registration statement and such managing
            underwriter advises the
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            Company in writing that the Shares proposed to be included in the
            offering will have an adverse effect on its ability to successfully
            conclude the offering), Company shall, at such time, promptly give
            the Holder written notice of such registration. Upon the written
            request of the Holder given within ten (10) days after mailing of
            such notice by Company, Company shall, subject to the final approval
            of the other holder(s) of securities (including the underwriter, if
            applicable) intended to be included on such registration statement,
            use all reasonable efforts to cause to be registered under the Act
            all of the Shares that the Holder has requested to be registered

         b. Unless otherwise approved by Company, the Holder shall have the
            right to include its Shares in no more than one registration
            statement filed by Company in accordance with this Section.

         c. Company shall have the right to terminate or withdraw any
            registration initiated by it under this Section prior to the
            effectiveness of such registration. The expenses of such withdrawn
            registration shall be borne by Company.

         6. Adjustment of Exercise Price. After each adjustment of the Exercise
Price pursuant to this paragraph 5, the number of shares of Common Stock
purchasable on the exercise of each Warrant shall be the number derived by
dividing such adjusted pertinent Exercise Price into the original pertinent
Exercise Price. The pertinent Exercise Price shall be subject to adjustment as
follows:

               In the event, prior to the expiration of the Warrants by exercise
            or by their terms, the Company shall issue any shares of its Common
            Stock as a share dividend or shall subdivide the number of
            outstanding shares of Common Stock into a greater number of shares,
            then, in either of such events, the Exercise Price per share of
            Common Stock purchasable pursuant to the Warrants in effect at the
            time of such action shall be reduced proportionately and the number
            of shares purchasable pursuant to the Warrants shall be increased
            proportionately. Conversely, in the event the Company shall reduce
            the number of shares of its outstanding Common Stock by combining
            such shares into a smaller number of shares, then, in such event,
            the Exercise Price per share purchasable pursuant to the Warrants in
            effect at the time of such action shall be increased proportionately
            and the number of shares of Common Stock at that time purchasable
            pursuant to the Warrants shall be decreased proportionately. Any
            dividend paid or distributed on the Common Stock in shares of any
            other class of the Company or securities convertible into shares of
            Common Stock shall be treated as a dividend paid in Common Stock to
            the extent that shares of Common Stock are issuable on the
            conversion thereof.

         7. Adjustments for Reorganization, Consolidation, Merger, or Sale of
Assets. If at any time while the Warrant, or any portion thereof, remains
outstanding and unexpired, should there occur a reorganization, merger, or
consolidation; or should there occur a sale or transfer of the Company's assets
or properties substantially in entirety as part of a reorganization, merger or
consolidation, then lawful provision shall be made so that the Holder shall
thereafter be entitled to receive upon exercise of the Warrant, or any unexpired
exercisable portion thereof, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
consolidation, merger, sale or transfer that the Holder would have been entitled
to if the Warrant, or portions thereof, had been exercised immediately prior to
the event. The foregoing shall apply similarly to any successive
reorganizations, consolidations, mergers, sales or transfers that may occur
while the Warrant, or any portion thereof, remains exercisable.

         8. Reservation of Stock Underlying the Warrant. At all times until the
expiration of the Warrant, the Company will authorize, reserve, and keep
available, solely for issuance and delivery upon the exercise of the Warrant,
the shares of Common Stock of the Company that shall be receivable upon exercise
of the Warrant.
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         9. Underlying Stock to be Fully Paid and Non-Assessable. The Company
covenants that the shares of Common Stock issuable upon exercise of the Warrant
shall be duly and validly issued, fully paid, non-assessable, and free of any
liens, charges, and all taxes with respect to the issue thereof.

         10. No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or other method or venue, avoid or seek to avoid
the observance or performance of any of the terms of the Warrant, but shall at
all times, in good faith, take all such actions as may be necessary or
appropriate in order to protect the rights of the Holder thereunder against
impairment.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and by its Secretary.

         Dated:  November 4, 2005

                                           SEMOTUS SOLUTIONS, INC.
Attest:


/s/ Tali Durant                             By:  /s/ Anthony N. LaPine
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Tali Durant, Secretary                           Anthony N. LaPine, President
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                          FORM OF ELECTION TO PURCHASE

             (To be executed by the Holder if he desires to exercise
              Warrants evidenced by the within Warrant Certificate)

To Semotus Solutions, Inc.:

         The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder, ________________ full shares of Common Stock issuable upon exercise
of said Warrants and delivery of $____________ and any applicable taxes.

         The undersigned requests that certificates for such shares be issued in
the name of:

                                            PLEASE INSERT SOCIAL SECURITY OR
                                               TAX IDENTIFICATION NUMBER


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(Please print name and address)

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         If said number of Warrants shall not be all the Warrants evidenced by
the within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to:

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                         (Please print name and address)



Dated:   ____________________         Signature:  ______________________________

NOTICE:     The above signature must correspond with the name as written upon
            the face of the within Warrant Certificate in every particular,
            without alteration or enlargement or any change whatsoever, or if
            signed by any other person the Form of Assignment hereon must be
            duly executed and if the certificate representing the shares or any
            Warrant Certificate representing Warrants not exercised is to be
            registered in a name other than that in which the within Warrant
            Certificate is registered, the signature of the holder hereof must
            be guaranteed.

Signature Guaranteed:  __________________________________________

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.