EXHIBIT 2.2 FIRST AMENDMENT TO FORECLOSURE SALE AGREEMENT

                                  EXHIBIT 2.2

                 FIRST AMENDMENT TO FORECLOSURE SALE AGREEMENT











                                 FIRST AMENDMENT
                                       TO
                           FORECLOSURE SALE AGREEMENT

This First Amendment to Foreclosure  Sale Agreement is entered into as of May 8,
2006 (the "AMENDMENT"), by and between SAND HILL FINANCE, LLC ("SHF"), BSGL, LLC
("BSGL"),  SERVGATE  TECHNOLOGIES,   INC.  ("Company")  and  CIROND  CORPORATION
("Purchaser").

                                    RECITALS

The undersigned are parties to a Foreclosure Sale Agreement dated as of April 4,
2006 (the "AGREEMENT").  The parties desire to amend the Agreement in accordance
with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

         1.   Section  2  on  Schedule  B of the Agreement is amended to read as
follows:

         Secured obligations  owed to SHF not to exceed $2,100,000. Payments and
distributions to SHF are summarized as follows:

         a.  $150,000  by  April 7, 2006  -  SHF  acknowledges timely receipt of
payment

         b.  $100,000 by May 15, 2006

         c.  $500,000 by June 30, 2006

         d.  $500,000 by September 30, 2006

         e.  Outstanding balance by December 31, 2006

         f.  25.0% of proceeds from any OEM agreement and 15% of proceeds of any
sale  or  issuance of  equity or debt securities over $3,000,000 before December
31, 2006.

         2.   Unless otherwise defined, all initially capitalized terms in  this
Amendment  shall be as  defined  in the  Agreement.  The  Agreement,  as amended
hereby,  shall be and  remain in full force and  effect in  accordance  with its
respective terms and hereby is ratified and confirmed in all respects. Except as
expressly set forth herein,  the execution,  delivery,  and  performance of this
Amendment  shall not operate as a waiver of, or as an  amendment  of, any right,
power,  or remedy of any party under the  Agreement,  as in effect  prior to the
date hereof. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original,  but all of which together  shall  constitute
one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

                                   CIROND CORPORATION


                                   By:    /s/ XXXXXXXX XXXXXX
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                                   Title:    PRESIDENT & C.E.O.
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