AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION

This Amendment No. 1 (this “Amendment”), dated as of January 9 ^th , 2007 to that certain Agreement and Plan of Reorganization (the “Agreement”), dated as of July 26, 2006, is made and entered into by and among, PSI Corporation (f/k/a Friendlyway Corporation), a Nevada corporation (“ PSI ”), Big Fish Marketing Group, Inc., a Colorado corporation (“ Big Fish ”) and the stockholders of Big Fish identified in the signature page hereto (the “ Stockholders ”). Capitalized terms not defined herein shall have the meanings given to them in the Agreement.

Whereas, as an inducement to Big Fish and the Stockholders to forbear until February 7, 2007 from taking any legal action to collect any unpaid Cash Consideration scheduled to be paid prior to the date hereof, (which forbearance is hereby acknowledged and agreed by Big Fish and the Stockholders), the parties desire to amend the Agreement to provide certain additional rights to Big Fish and the Stockholders.

Now, therefore, PSI, Big Fish and the Stockholders have agreed to amend the Agreement on the terms and conditions set forth below.

(a)     Termination and Unwinding of Agreement . Section 8 of the Agreement is hereby deleted in its entirety and in substitution thereof the following new Section 8 is hereby added:

“ 8A.     Termination and Unwinding of Transaction .

 (i) The parties acknowledge that Big Fish is engaging in this transaction expecting that PSI will achieve certain financial objectives with respect to sales and gross revenues. Accordingly, the parties agree that, if PSI’s total gross revenues as of the first anniversary of the Closing Date (the “Performance Date”) are less than $2,858,345.00, Big Fish shall have the limited unilateral right to terminate and unwind this transaction. In the event Big Fish elects to terminate this transaction, it shall, within thirty (30) days after the Performance Date, provide PSI with written notice of such election. The date on which such election notice is received by PSI is hereafter referred to as the “Notice Date.” Within sixty (60) days after the Notice Date, (i) PSI shall return all of the Assets to Big Fish, (ii) Big Fish shall return the Stock Consideration and any Contingent Stock Consideration to PSI; and (iii) each party will execute and deliver all other documents required by paragraph 12 of this Agreement ((i), (ii) and (iii) are collectively the “ Unwinding Procedures ”).

(ii) In addition, Big Fish may elect to terminate and unwind the transactions contemplated by this Agreement upon the occurrence of either the following events:

a. Any "Person" (as defined in Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Ken Upcraft