AMENDMENT NO.1 TO SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT

Exhibit 2.2

AMENDMENT NO.1
TO
SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT

     This AMENDMENT NO. 1 TO SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT (this “Amendment”) dated August 28, 2007 is by and among CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation (“Parent”), SAFESTITCH LLC, a Virginia limited liability company (the “Company”) and the members of the Company (the “Company Members”).

RECITALS

     A. On July 25, 2007, Parent, the Company and the Company Members entered into that certain Share Transfer, Exchange and Contribution Agreement (the “Share Exchange Agreement”).

     B. The parties to the Share Exchange Agreement now desire to amend the Share Exchange Agreement as specified below.

     All terms used, but not defined herein, shall have the meanings ascribed to them in the Share Exchange Agreement.

     NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

     Section 8.1(b) of the Share Exchange Agreement is hereby deleted in its entirety and replaced by the following:

“by Parent or the Company (i) if the Closing Date shall not have occurred on or prior to September 30, 2007 (the “Deadline Date”) unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe its agreements set forth herein to be performed or observed by such party at or before the Closing Date;”

     Except as expressly modified by this Amendment, the Share Exchange Agreement shall remain in full force and effect, and this Amendment shall be subject to all the terms, provisions and conditions, except as herein modified, of the Share Exchange Agreement. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. The exchange of copies of this Amendment and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Amendment as to the parties hereto and may be used in lieu of the original Amendment for all purposes. Signatures of the parties hereto transmitted by facsimile shall be deemed to be their original signatures for all purposes.

[Signature Pages Follow]

     IN WITNESS WHEREOF, Parent, the Company and each of the Company Members has duly executed this Agreement as of the day and year first above written.

Parent:
		CELLULAR TECHNICAL SERVICES COMPANY, INC.
		By:		/s/ Xxxxxxx Xxxx
				Name:		Xxxxxxx Xxxx
				Title:		Chief Executive Officer and
						Chairman of the Board
Company:
		SAFESTITCH LLC
		By:		/s/ Xxxxxxx Xxxxxxxx
				Name:		Xxxxxxx Xxxxxxxx
				Title:		CEO and President
Company Members:
		/s/ Xx. Xxxxxxx Xxxxxx
				XX. XXXXXXX XXXXXX
		/s/ Xxxxxxx X. Xxxxxxxx
				XXXXXXX X. XXXXXXXX
		/s/ Xxxx Xxxxx
				XXXX XXXXX
		/s/ Xxxxxx Xxxxx
				XXXXXX XXXXX
		/s/ Xxx Xxxxxxxx
				XXX XXXXXXXX
		THE XXX X. XXXXXXXX FAMILY TRUST DATED NOVEMBER 18, 2003
		By:		/s/ Xxxxxxxx Xxxxxx
				Name:		Xxxxxxxx Xxxxxx
				Title:		Trustee

		RSLS INVESTMENTS LLC
		By:		/s/ Xxxxxxx Xxxxxxxx
				Name:		Xxxxxxx Xxxxxxxx
				Title:		Manager
		FROST GAMMA INVESTMENTS TRUST
		By:		/s/ Dr. Xxxxxxx Xxxxx
				Name:		Dr. Xxxxxxx Xxxxx
				Title:		Trustee