EXHIBIT
      10.1

       

     

    AMENDMENT
      NO. 1 TO

     

    AGREEMENT
      AND PLAN OF REORGANIZATION

     

    This
      Amendment No. 1 (this “Amendment”), dated as of January 9th,
      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.

     

    
      
        
          	1.	
                  Amendments.
                    

                


        

      

    

     

    (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, shall become
      a
      beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more
      than
      25% of the total voting power attached to all outstanding equity securities
      of
      PSI; or 

     

    b.
      PSI or
      its subsidiaries shall make an assignment for the benefit of creditors, or
      apply
      for or consent to the appointment of a receiver or trustee for it or for a
      substantial part of its property or business; or such a receiver or trustee
      shall otherwise be appointed. 

     

    Following
      Big Fish’s notice of election to terminate this Agreement, the parties shall
      perform the Unwinding Procedures.

     

    (iii)
      Furthermore, Big Fish may elect to terminate and unwind the transactions
      contemplated by this Agreement upon the failure of PSI to pay (i) on or before
      February 7, 2007 the scheduled payment of Cash Consideration, and all remaining
      unpaid Cash Consideration due thereon, subject to a cure period of fifteen
      (15)
      days after notice to PSI of its failure to pay such amount. Following Big Fish’s
      notice of election to terminate this Agreement, the parties shall perform the
      Unwinding Procedures.

    


    8B.
      Post Closing Operations.
      The
      parties contemplate that, promptly following the Closing, PSI will create a
      separate division called the “Big Fish division” to own and operate the assets
      of Big Fish acquired under this Agreement. Until such time as PSI otherwise
      directs, a separate bank account governing the “Big Fish division” shall be
      maintained. Any excess cash in this account may be transferred to the accounts
      of PSI on a monthly basis as long as all payables of Big Fish are current and
      the transfer of excess cash will not cause an inability of Big Fish to meet
      its
      payroll or tax needs for the next period.”

     

    (b) Securities
      Registration.
      Section
      11 of the Agreement is hereby deleted in its entirety and in substitution
      thereof the following new Section 11 is hereby added:

     

    “11. 
      Securities Registration. Big
      Fish
      acknowledges that the
      Stock
      issued by PSI
      pursuant
      to this Agreement is not currently, and may not in the future be, registered
      under federal or state securities laws but will be, instead, issued in reliance
      on exemptions from federal and state registration requirements. Big Fish further
      acknowledges that no portion of such Stock
      may be
      sold, offered for sale, pledged or hypothecated by Big Fish in the absence
      of an
      effective registration statement under applicable federal or state securities
      laws or an opinion of counsel reasonably satisfactory to PSI, that such
      registration is not required. Without limiting the foregoing Big Fish may sell,
      offer for sale, pledge or hypothecate the Stock in privately negotiated
      transactions that do not require registration.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          	2.	
                  Remainder
                    of Agreement.
                    Except as set forth herein, the Agreement is ratified and confirmed
                    in all
                    respects. All other terms and conditions of the Agreement not
                    in conflict
                    with the terms of this Amendment shall remain in full force and
                    effect.

                


        

      

    

     

    
      
        
          	3.	
                  Governing
                    Law.
                    This Amendment shall be governed by, construed and enforced in
                    accordance
                    with the laws of the State of Nevada and not by choice of law
                    principles
                    or the laws of any other
                    state.

                


        

      

    

     

    
      
        
          	4.	
                  Entire
                    Agreement and Amendments.
                    The Agreement, as amended by this Amendment, including the Schedules
                    and
                    Exhibits hereto and the documents delivered pursuant hereto,
                    embodies the
                    entire agreement and understanding of the parties with respect
                    to the
                    subject matter hereof and supersedes all prior agreements and
                    understandings between the parties.


                


        

      

    

     

    
      	5.	
              Counterparts.
                This Amendment (or the signature pages hereof) may be executed in
                any
                number of counterparts; all such counterparts shall be deemed to
                constitute one and the same instrument; and each of said counterparts
                shall be deemed an original hereof.

            


    

     

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    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
      on
      the day and year first above written.

     

    
      	 	 	 
	 	Big
              Fish
              Marketing Group, Inc.
	 
 	 
 	 
 
	 	By:  	/s/
              Donald
              Bennett
	 	Donald Bennett 
	 	President


    

     

    
      	 	 	 
	 	By:  	/s/
              Darin
              Zaruba
	 	Darin Zaruba 
	 	Vice
              President Operations 



     

    
      	 	 	 
	 	By:  	/s/ Darin
              Zaruba
	 	Z,Inc., Darin Zaruba as President
              


    

     

    
      	 	 	 
	 	By:  	/s/ Darin
              Dawson
	 	Darin Dawson
	 	Vice President Sales


    

     

    
      	 	 	 
	 	PSI
              Corporation
	 
 	 
 	 
 
	 	By:  	/s/ David
              V.
              Lott
	 	Name: David V. Lott
	 	
              Title:
                Chief Executive Officer