AMENDMENT TO AGREEMENT AND PLAN OF MERGER

                                                                     EXHIBIT 2.2

                                AMENDMENT TO
                          AGREEMENT AND PLAN OF MERGER

         AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 27, 2000
(hereinafter referred to as the "AMENDMENT"), among NETGAIN DEVELOPMENT, INC., a
Colorado corporation (hereinafter referred to as the "PARENT"), NETGAIN
ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of
Parent (hereinafter referred to as the "MERGER SUB"), and XXXXXXXXX.XXX, INC., a
Delaware corporation (hereinafter referred to as the "COMPANY").

                                   WITNESSETH:

         WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company
and the holder of a majority of the issued and outstanding voting stock of the
Company have approved the merger of Merger Sub with and into the Company
pursuant to which holders of the Company Common Stock will receive shares of
Common Stock of Parent in accordance with the Exchange Ratio as set forth in the
Agreement and Plan of Merger dated March 20, 2000 (the "Agreement");

         WHEREAS, the parties wish to amend the Agreement as provided herein;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Merger Sub and the Company hereby agree as follows:

                              ARTICLE I: THE MERGER

      SECTION 1 The Merger.

         (a)      Section 1.4 (a) of the Agreement is hereby deleted in its
                  entirety and the following Section 1.4 (a) shall be
                  substituted therefor;

         1.4 (a) Certificate of Incorporation. Unless otherwise determined by
Parent prior to the Effective Time, at the Effective Time the Certificate of
Incorporation of the Company, as in effect immediately prior to the Effective
Time, shall be the Certificate of Incorporation of the Surviving Corporation
until thereafter amended in accordance with the DGCL.



                      ARTICLE II: CONDITIONS TO THE MERGER

         SECTION 1 Conditions to Obligation of Each Party to Effect the Merger.

         Each of the parties hereto, having determined that the other party has
fulfilled all of the obligations on its part to be performed, hereby waives its
rights to terminate the Agreement pursuant to Article VI or Article VII of the
Agreement as of the date hereof.

                     [THIS SPACE INTENTIONALLY LEFT BLACK.]



         IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.

                                    NetGain Development, Inc.

                                    By: /s/ Xxxxxxx Xxxxxxxx
                                       ------------------------------------
Attest: /s/ XXXXXX XXXX-XXXX        Name: Xxxxxxx Xxxxxxxx
       --------------------------   Title: Chairman and Chief Executive Officer


                                    NetGain Acquisition, Inc.

                                    By: /s/ Xxxxxxx Xxxxxxxx
                                       ------------------------------------
Attest: /s/ XXXXXX XXXX-XXXX        Name: Xxxxxxx Xxxxxxxx
       --------------------------   Title: President and Chief Executive Officer


                                    XxxxXxxxx.xxx, Inc.

                                    By: /s/ Xxxxx Xxxxxx
                                       ------------------------------------
Attest: /s/ XXXXX XXXXXX            Name: Xxxxx Xxxxxx
       --------------------------   Title: Chairman and Chief Executive Officer