Reorganization Agreement between Trimax Corporation and the Subscribers of PLC Network Solutions Inc., dated August 17, 2005, amended October 26, 2005

EXHIBIT 2.2

REORGANIZATION AGREEMENT

BY AND BETWEEN

TRIMAX CORPORATION

AND

INDIVIDUALS SET FORTH IN EXHIBIT A
(HEREINAFTER REFERRED TO AS THE
‘SUBSCRIBERS’)

DATED

AUGUST 17, 2005

AMENDED

OCTOBER 26, 2005

REORGANIZATION AGREEMENT

             THIS REORGANIZATION AGREEMENT (the “Agreement”) is made and entered into by and between TRIMAX CORPORATION, a Nevada corporation (the “Corporation”) and the individuals set forth in Exhibit A (hereinafter referred to as the “Subscribers”) (the Corporation and the Subscribers being collectively referred to as the “Parties”).

P R E A M B L E:

             WHEREAS, the Subscribers own all of the authorized issued and outstanding Common Stock of PLC Network Solutions, Inc., a privately held corporation organized under the laws of Ontario (the “Subsidiary”); and

             WHEREAS, the Subscribers desire to acquire 21,900,000 shares of the Corporation’s common stock, $.001 par value (the “Stock”) which, upon issuance, would constitute approximately 70% of the Corporation’s authorized, issued and outstanding common stock; and

             WHEREAS, the Subscribers desire to acquire the Stock, in consideration for their conveyance of all of their common stock in the Subsidiary, which stock constitutes all of the Subsidiary’s authorized, issued and outstanding securities (the “Subsidiary Stock”), provided that such conveyance meets the tax free exchange requirements of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

             NOW, THEREFORE, in consideration of the premises, as well as the mutual covenants hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows:

W I T N E S S E T H:

ARTICLE ONE
EXCHANGE PROVISIONS

1.1        Exchange

             Subject to the hereinafter described conditions, the Corporation hereby agrees to exchange 21,900,000 shares of its common stock, $.001 par value, with the Subscribers for all of the capital stock of the Subsidiary. The 21,900,000 shares shall represent approximately 70% of the total issued and outstanding shares on the closing date.

1.2         Closing

             The exchange of the Stock for the Subsidiary Stock shall take place as soon as reasonably practicable after the defined Conditions have been met, or at such later time or different place as the Parties may mutually select. At the Closing:

             (a)         The Subscribers shall tender to the Corporation certificates representing all of the Subsidiary's authorized, issued and outstanding common stock, duly executed and in proper form for transfer to the Corporation, together with such executed consents, powers of attorney, stock powers and

other items as shall be required to convey such stock to the Corporation, in compliance with all applicable laws; and

             (b)         The Corporation shall tender to the Subscribers 21,900,000 restricted shares of the Stock on a pro-rata basis and such other items as shall be required to convey the Stock to the Subscribers.

1.3         Exemption From Registration

             (a)         The Subscribers hereby represent, warrant, covenant and acknowledge that:

                          (1)         The Stock is being issued without registration under the provisions of Section 5 of the Securities Act of 1933, as amended (the “Act”) pursuant to exemptions provided pursuant to Sections 3(b), 4(2) or 4(6) or Regulation S thereof;

                          (2)         21,900,000 shares of the Stock will bear legends restricting its transfer to United States residents, or its transfer, sale, conveyance or hypothecation within the jurisdictional boundaries of the United States, unless such Stock is either registered under the provisions of Section 5 of the Act and under applicable State securities laws, or an opinion of legal counsel, in form and substance satisfactory to legal counsel to the Corporation is provided certifying that such registration is not required as a result of applicable exemptions therefrom;

                          (3)         The Corporation's transfer agent shall be instructed not to transfer any of the Stock unless the Corporation advises it that such transfer is in compliance with all applicable laws;

                          (4)         The Subscribers are acquiring the 21,900,000 shares of Stock for investment purposes only and not with a view to further sale or distribution; and

                          (5)         The Subscribers and its advisors have examined all of the Corporation's books and records and have fully and completely questioned the Corporation's officers and directors as to all matters involving the Corporation.

             (b)         The Corporation hereby represents, warrants, covenants and acknowledges that:

                          (1)         The Subsidiary Stock is being transferred without registration under the provisions of Section 5 of the Act pursuant to exemptions provided pursuant to Sections 3(b), 4(2) or 4(6) thereof;

                          (2)         All of the Subsidiary Stock will bear legends restricting its transfer to United States residents, or its transfer, sale, conveyance or hypothecation within the jurisdictional boundaries of the United States, unless such Subsidiary Stock is either registered under the provisions of Section 5 of the Act and under applicable State securities laws, or an opinion of legal counsel is provided certifying that such registration is not required as a result of applicable exemptions therefrom;

                          (3)         The Corporation shall not transfer any of the Subsidiary Stock except in compliance with all applicable laws;

                          (4)         The Corporation is acquiring the Subsidiary Stock for investment purposes only and not with a view to further sale or distribution.

ARTICLE TWO
REPRESENTATIONS AND WARRANTIES

2.1       The Corporation

             The Corporation hereby represents and warrants to the Subscribers, as a material inducement to their entry into this Agreement, that:

             (a)         The Corporation is, as of the date of this Agreement, a validly existing Corporation, organized pursuant to the laws of the State of Nevada, with all legal and corporate authority and power to conduct its business and to own its properties and that it possesses all necessary permits and licenses required in connection with the conduct of its business;

             (b)         The conduct of the Corporation's business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees;

             (c)         Pursuant to its Amended and Restated Articles of Incorporation, the Corporation is authorized to issue 100,000,000 Shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character or, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class;

             (d)         Upon issuance of the Stock, the Subscribers will become the owner of approximately 70 % of the Corporation's authorized, issued and outstanding Common Stock;

             (e)         The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Corporation; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties;

             (f)         The Corporation is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the Stock or to any agreement that affects the voting rights of any of the Stock, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwise;

             (g)         The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment;

             (h)         The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or

other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation;

             (i)         There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in the future financial condition or operations of the Corporation; and further, that the Corporation shall be free of all material debts as of the Closing date;

             (j)         The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have been obtained;

             (k)         No transactions have been entered into either by or on behalf of the Corporation, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation;

             (l)         The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate action and does not require any corporate consents other than such as have been unconditionally obtained;

             (m)         The Corporation's Financial Statements for the period ended September 30, 2004 are audited by independent certified public accountants and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed financial statements filed with the SEC, fairly present the Corporation’s financial condition, results of operations, assets, liabilities or business;

             (n)         The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; and

             (o)         The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present.

             The Corporation has complied with Nevada corporate law since this transaction represents the sale of less than all of the Corporation’s assets and therefore not subjecting the Corporation to Section 14 of the Exchange Act of 1934, as that pertains to shareholder approval.

2.2         The Subscribers

             The Subscribers, and the Subsidiary, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, to the best of their knowledge after reasonable inquiry:

             (a)         The Subsidiary has entered into a material business agreement with Electrolinks, a copy of which is annexed hereto and made a part hereof as Exhibit (B), and as of the date of this Agreement

no events have occurred nor have any facts been discovered which materially alters the Subsidiary’s business relationship with Electrolinks;

             (b)         The Subsidiary is, as of the date of this Agreement, a validly existing corporation, organized pursuant to the laws of the Canada and has all corporate authority and power to conduct its business and to own its properties and possesses all necessary permits and licenses required in connection with the conduct of its business;

             (c)         The conduct of the Subsidiary's business is in full compliance with all applicable governmental statutes, rules, regulations, ordinances and decrees;

             (d)         The Subsidiary has the authority to authorize an unlimited number of shares of common stock and has currently authorized and issued 21,900,000 shares. There are no other outstanding securities of any class or of any kind or character of the Subsidiary and, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Subsidiary, to issue or sell any additional shares of the Subsidiary's Stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class;

             (e)         The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or By-laws of the Subsidiary; any indenture, other agreement or instrument to which the Subsidiary is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Subsidiary, its securities or its properties;

             (f)         The Subsidiary is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of its securities or to any agreement that affects the voting rights of any of its securities, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its securities, whether by subscription, right of conversion, option or otherwise;

             (g)         The Subsidiary is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment;

             (h)         The Subsidiary has filed with the appropriate governmental agencies, if applicable, all tax returns and tax reports required to be filed; all income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Subsidiary is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Subsidiary;

             (i)         There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which might result in a material adverse change in the future financial condition or operations of the Subsidiary;

             (j)         The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained;

             (k)         No transactions have been entered into either by or on behalf of the Subsidiary, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the goodwill of the Subsidiary;

             (l)         The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required corporate action and does not require any consents other than such as have been unconditionally obtained.

             (m)         All of the Subscribers are either non-residents of the U.S. or accredited investors.

ARTICLE THREE
SPECIAL CONDITIONS

3.1       Each Party

             The obligations of each Party to this Agreement are subject to the condition precedent that the other Party’s representations and warranties contained in this Agreement shall be true, correct and complete on and as of the date of Closing with the same effect as though such representations and warranties were made on and as of such date.

ARTICLE FOUR
MISCELLANEOUS

4.1        Amendment

             No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is evinced by a written instrument, subscribed by the Party against which such modification, waiver, amendment, discharge or change is sought.

4.2        Notice

             All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

Toronto, Ontario, CANADA M5S 1S4

or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth.

4.3         Merger

             This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. All prior agreements whether written or oral are merged herein and shall be of no force or effect.

4.4         Survival

             The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party.

4.5         Severability

             If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

4.6         Governing Law and Venue

             This Agreement shall be construed in accordance with the laws of the State of Florida and any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in the City of Fort Lauderdale, Florida.

4.7         Indemnification

             Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted.

4.8         Litigation

             In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and

expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated.

4.9        Benefit of Agreement

             The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees.

4.10     Captions

             The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof.

4.11      Number and Gender

             All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.

4.12     Further Assurances

             The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement.

4.13     Status

             Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, employer-employee relationship, lessor-lessee relationship, or principal-agent relationship.

4.14     Counterparts

             This Agreement may be executed in any number of counterparts. All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart.

             IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed effective as of the 26^th day of      October     , 2005 .

EXHIBIT A

PLC Network Solutions Inc. Shareholders List

EXHIBIT B

EXCLUSIVE SUPPLY AGREEMENT

THIS AGREEMENT made as of the 29^th day of July, 2005

BETWEEN:

ELECTROLINKS CORPORATION
(a Canadian Corporation, hereinafter referred to as the “Electrolinks”)

- and –

PLC NETWORK SOLUTIONS INC.
(a Ontario Corporation (hereinafter referred to as “PLC”)

WHEREAS “Electrolinks” Corporation is a system and product provider for broadband power line communication access products (the “Products”);

AND WHEREAS “PLC” wishes to acquire the exclusive right to sell the Products in Canada and the non-exclusive right world wide;

AND WHEREAS “Electrolinks” maintains that it has secured exclusive Canadian Distribution rights, and non-exclusive Distribution rights for the remaining Global Domain for BPL (Broadband Over Power Line) devices from Ascom AG of Switzerland, and has therefore agreed to supply the Products in accordance with the terms and provisions of this agreement;

NOW THEREFORE in consideration of the payments to be made by “PLC” to “Electrolinks” as required by this agreement, the mutual covenants contained herein and other good and valuable consideration the sufficiency of which is hereby acknowledged “Electrolinks” and “PLC” agree as follows:

DEFINITIONS AND MEANINGS

1.         Definitions In this Agreement, any word or expression defined in quotation marks and having a capitalized first letter in any specific Section will have the meaning described in this Section, and the following words and expressions shall have the following meanings:

LICENSE FEES

“PLC” agrees to render an annual License fee to “Electrolinks”, of $100,000 for the term of this agreement. The annual fee may be paid at any moment in time throughout the duration of that particular year, and shall be deemed to be a default and breach of contract if otherwise

SUPPLY PROVISIONS

To Electrolinks Corporation :
151 Bloor St. West, Suite #480
Toronto, Ontario, CANADA M5S 1S4
Ph       416 ###-###-####
Fax     416 ###-###-####

To PLC Network Solutions Inc :
151 Bloor St. West, Suite #480
Toronto, Ontario, CANADA M5S 1S4

IN WITNESS WHEREOF the parties have executed this Agreement on the date first set out above under the hands of their duly authorized signing officers.