EXHIBIT
      10.2

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE
      TRANSFERRED, SOLD, ASSIGNED, OR HYPOTHECATED, ONLY IF REGISTERED BY
PSI
      CORPORATION, A NEVADA CORPORATION (THE “COMPANY”). UNDER THE SECURITIES ACT OF
      1933 (THE “ACT”) AND IF REGISTERED OR QUALIFIED IN EVERY APPLICABLE STATE, OR IF
      THE COMPANY HAS RECEIVED THE FAVORABLE OPINION OF COUNSEL TO THE WARRANTHOLDER,
      WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
      COMPANY, TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION OF THE WARRANT
      OR
      THE UNDERLYING SECURITIES IS NOT NECESSARY IN CONNECTION WITH SUCH TRANSFER,
      SALE, ASSIGNMENT, OR HYPOTHECATION.

    


    


    WARRANT
      TO PURCHASE 2,500,000
      SHARES COMMON STOCK

    OF
      PSI CORPORATION, A NEVADA CORPORATION

     

    PSI
      CORPORATION

    Warrant
      to Purchase Common Stock

    


    This
      certifies that, for value received, Lazarus
      Investment Partners LLLP, a
      Delaware limited liability limited partnership, the registered holder hereof
      or
      its assigns (the “Warrantholder”) is entitled to purchase from PSI Corporation
      f/d/b/a/ friendlyway Corporation, a Nevada corporation (the “Company”), at any
      time before 5:00 p.m., Colorado time, on October 10, 2011 (the “Expiration
      Date”) at the purchase price of $.20 per share of Common Stock (the “Warrant
      Exercise Price”), up to 2,500,000 shares of Common Stock of the Company (the
“Common Stock”). The Warrant Exercise Price and number of shares of Common Stock
      purchasable upon exercise of this Warrant shall be subject to adjustment from
      time to time as provided herein. This Warrant was issued pursuant to the terms
      of a Purchase Agreement (“Purchase Agreement”; all terms defined in the Purchase
      Agreement to have the same meanings herein) dated the date hereof between the
      Company and the initial Warrantholder and is subject to, and entitled to the
      benefits of, the Purchase Agreement. 

    


    1.    Title
      to Warrant.
      Prior
      to the termination hereof and subject to compliance with applicable laws, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the
      office or agency of the Company, referred to in Section 2 hereof, by the
      Warrantholder in person or by duly authorized attorney, upon surrender of this
      Warrant together with the Assignment Form annexed hereto properly endorsed.
      This
      Warrant and the Common Stock may be transferred, sold, assigned, or
      hypothecated, only if registered by the Company under the Act and registered
      and
      qualified in every applicable jurisdiction, or if the Company has received
      the
      favorable opinion of counsel to the Warrantholder, which opinion and counsel
      shall be reasonably satisfactory to counsel to the Company, to the effect that
      registration of the Warrant or the Common Stock issuable upon its exercise
      (“Underlying Securities”) and registration and qualification in every applicable
      jurisdiction is not necessary in connection with such transfer, sale,
      assignment, or hypothecation. Unless the provisions hereof relating to transfer
      shall have been complied with, the Company shall not be required to take any
      action in respect of any purported transferee or holder of this
      Warrant.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.    Exercise
      of Warrant.
      The
      purchase rights represented by this Warrant are exercisable by the registered
      Warrantholder, in whole or in part from time to time before its termination,
      by
      the surrender of this Warrant, together with the Notice of Exercise attached
      hereto duly completed and executed at the office of the Company, at 7222
      Commerce Center Drive, Suite 240, Colorado Springs, Colorado 80919 (or such
      other office or agency of the Company as it may designate by notice in writing
      to the Warrantholder, at the address of such Warrantholder appearing on the
      books of the Company), and upon payment of the Warrant Exercise Price for the
      shares thereby purchased (by cash, by check or bank draft payable to the order
      of the Company, or by cancellation of indebtedness of the Company to the
      Warrantholder, if any, at the time of exercise, in an amount equal to the
      Warrant Exercise Price for the shares thereby purchased), and/or by execution
      of
      an election by the Warrantholder to effect a cashless exercise pursuant to
      Section 12 hereof); whereupon the Warrantholder shall be entitled to
      receive a certificate for the number of shares of Common Stock so purchased;
      provided,
      however,
      that
      the Company will place on each certificate a legend substantially the same
      as
      that appearing on this Warrant, in addition to any legends required by any
      applicable state or federal law. The date upon which the Company shall have
      received this Warrant and payment of the applicable Warrant Exercise Price
      is
      the Exercise Date. If this Warrant is exercised in part, the Company will issue
      to the Warrantholder a new Warrant upon the same terms as this Warrant, but
      for
      the balance of shares of Common Stock for which this Warrant then remains
      exercisable. Subject to the foregoing limitations, the Company agrees that
      if,
      upon the Exercise Date, the Warrantholder shall be entitled to exercise this
      Warrant, the shares so purchased shall be deemed to be issued to such
      Warrantholder as the record owner of such shares as of the close of business
      on
      the Exercise Date.

    


    Certificates
      for shares purchased hereunder shall be delivered to the Warrantholder within
      10
      business days after the date on which this Warrant shall have been exercised
      as
      aforesaid.

    


    The
      Company covenants that all shares of Common Stock that may be issued upon the
      exercise of rights represented by this Warrant will, upon exercise of the rights
      represented by this Warrant in accordance with the terms hereof, be fully paid
      and non-assessable and free from all preemptive rights, taxes, liens, and
      charges in respect of the issue thereof (other than taxes in respect of any
      transfer occurring contemporaneously with such issue). 

    


    3.    No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. In lieu thereof, the Company shall issue one
      full
      additional share of Common Stock for any fraction that exceeds one-half, and
      any
      fraction that is equal to or less than one-half shall be extinguished, without
      further consequence or payment therefor. Upon the partial exercise of this
      Warrant, no portion of the Warrant for the unexercised remainder hereof shall
      refer to fractional shares of Common Stock, and any such fractions shall be
      eliminated from the Warrant for such remainder, without further consequence
      or
      payment therefor. 

    


    4.    Charges,
      Taxes, and Expenses.
      Issuance of certificates for shares of Common Stock upon the exercise of this
      Warrant shall be made without charge to the Warrantholder, for any issue or
      transfer tax or other incidental expense in respect of the issuance of such
      certificate, all of which taxes and expenses shall be paid by the Company
      (except that the Warrantholder and/or transferee shall be responsible for taxes
      in respect of any transfer occurring contemporaneously therewith), and such
      certificates shall be issued in the name of the Warrantholder or in such name
      or
      names as may be directed by the Warrantholder; provided,
      however,
      that in
      the event certificates for shares of Common Stock are to be issued in a name
      other than the name of the Warrantholder, this Warrant when surrendered for
      exercise shall be accompanied by the Assignment Form attached hereto duly
      executed by the Warrantholder; and provided further,
      that
      upon any transfer involved in the issuance or delivery of any certificates
      for
      shares of Common Stock or replacement for this Warrant (or any portion thereof),
      the Company may require, as a condition thereto, that the Warrantholder shall
      make payment of a sum sufficient to reimburse the Company for any transfer
      tax
      incidental thereto and that the transferee shall execute an appropriate
      investment representation. 

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    5.    No
      Rights as Shareholders.
      This
      Warrant does not entitle the Warrantholder to any voting rights, dividend
      rights, liquidation rights, or other rights as a shareholder of the Company,
      or
      holder of any of the Underlying Securities, prior to the exercise
      hereof.

    


    6.    Exchange
      and Registry of Warrant.
      This
      Warrant is exchangeable, upon the surrender hereof by the Warrantholder, at
      the
      above-mentioned office or agency of the Company, for a new Warrant of like
      tenor
      and dated as of such exchange. The Company shall maintain at the above-mentioned
      office or agency a registry showing the name and address of the registered
      Warrantholder. This Warrant may be surrendered for exchange, transfer, or
      exercise, in accordance with its terms, at such office or agency of the Company,
      and the Company shall be entitled to rely in all respects, prior to written
      notice to the contrary, upon such registry. 

    


    7.    Loss,
      Theft, Destruction, or Mutilation of Warrant.
      Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction, or mutilation of this Warrant, and in case of loss, theft,
      or destruction, upon receipt by the Company of indemnity or security reasonably
      satisfactory to it, and upon surrender and cancellation of this Warrant, if
      mutilated, the Company will make and deliver a new Warrant of like tenor (but
      with no additional rights or obligations) and dated as of such cancellation,
      in
      lieu of this Warrant. 

    


    8.    Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a Saturday or a Sunday or shall be
      a
      legal holiday, then such action may be taken or such right may be exercised
      on
      the next succeeding business day in the State of Colorado that is not a
      Saturday, Sunday, or legal holiday. 

    


    9.    Cash
      Distributions.
      Except
      as hereinafter specifically provided, no adjustment will be made to the Warrant
      Exercise Price on account of cash dividends or other cash payments on the
      Underlying Securities. 

    


    10.    Forced
      Cashless Exercise.
      If on
      each of thirty consecutive trading days (i) a Registration Statement has been
      effective covering the resale of the Common Stock issuable upon exercise of
      this
      Warrant, (ii) the Company’s Common Stock (including the shares issuable upon
      exercise of this Warrant) has been listed on a national securities exchange,
      the
      Nasdaq National Market, or the OTC Bulletin Board and (iii) the Company’s Common
      Stock has had a closing bid price of more than $.50 a share (as adjusted for
      stock splits, stock dividends, combinations, recapitalizations and similar
      events), the Company upon written notice to the Warrantholder given within
      5
      days after the expiration of such 30 trading days may force a cashless exercise
      of this Warrant effective upon the giving of such notice and the contemporaneous
      delivery to the Warrantholder of the Common Stock issuable upon such cashless
      exercise. 

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    11.    Adjustment
      of Warrant Shares and Warrant Exercise Price.

    


    (a)    In
      each
      case wherein the Company shall at any time after the date of this Warrant
      subdivide (by way of a stock split) or declare a stock dividend or combine
      the
      outstanding shares of Common Stock, the number of Underlying Securities shall
      forthwith be proportionately increased in the case of a subdivision or stock
      dividend or decreased in the case of a combination. 

    


    (b)    In
      case
      of any adjustment in the number of shares of Common Stock issuable upon exercise
      of this Warrant, the Warrant Exercise Price per share will be adjusted by an
      amount determined by dividing the total exercise price that would have been
      payable upon full exercise of this Warrant immediately prior to the adjustment
      by the number of shares of Common Stock issuable upon exercise of this Warrant
      immediately after the adjustment. 

    


    (c)    In
      case
      the Company shall at any time after the date hereof issue or sell any of the
      Company’s shares of Common Stock (including shares held in the Company’s
      treasury and shares deemed to have been issued as provided below, but excluding
      “Excluded Issuances” (as defined below), for a consideration per share less than
      the Warrant Exercise Price in effect immediately prior to the issuance or sale,
      the Warrant Exercise Price in effect immediately prior to each such issuance
      or
      sale shall forthwith be adjusted to equal the per share consideration received
      by the Company upon the issuance or sale of its Common Stock. Upon any such
      adjustment of the Warrant Exercise Price, the number of shares of Common Stock
      deliverable upon exercise of this Warrant shall be determined by (a) dividing
      the Warrant Exercise Price in effect prior to such adjustment by the Warrant
      Exercise Price as adjusted, and (b) multiplying the resulting quotient by
      the number of shares of Common Stock deliverable upon exercise of this Warrant
      immediately prior to such adjustment. Excluded Issuances shall mean:


    


    (i)    the
      issuances of Additional Shares as defined and provided for under
      subparagraph 11(a) of the other Warrant issued under the Purchase
      Agreement; 

    


    (ii)    shares
      of
      Common Stock issued pursuant to options, warrants, or other obligations to
      issue
      shares outstanding on the date hereof as disclosed in the Disclosure
      Documents;

    


    (iii)    options
      issued and shares of Common stock issued or issuable upon exercise of such
      options, that are issued after the date hereof under any employee incentive
      stock option plan adopted by the Company, or such other similar compensatory
      options, issuances, arrangements, or plans approved by the Company’s Board of
      Directors. 

    


    In
      connection with an adjustment under this clause (c), the following will
      apply: 

    


    (i)    In
      the
      case of the issuance of: (A) options to purchase or rights to subscribe for
      Common Stock; (B) securities by their terms convertible into or exchangeable
      for
      Common Stock; or (C) options to purchase or rights to subscribe for securities
      by their terms convertible into or exchangeable for Common Stock: 

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    (1)    The
      aggregate maximum number of shares of Common Stock deliverable upon exercise
      of
      such options to purchase or rights to subscribe for Common Stock shall be deemed
      to have been issued at the time such options or rights were issued and for
      a
      consideration equal to the consideration, if any, received by the corporation
      upon the issuance of such options or rights plus the minimum purchase price
      provided in such options or rights for the Common Stock covered thereby;


    


    (2)    The
      aggregate maximum number of shares of Common Stock deliverable upon conversion
      of or in exchange for any such convertible or exchangeable securities, or upon
      the exercise of options to purchase or rights to subscribe for such convertible
      or exchangeable securities and subsequent conversion or exchange thereof, shall
      be deemed to have been issued at the time such securities were issued or such
      options or rights were issued and for a consideration equal to the consideration
      received by the Company for any such securities and related options or rights
      (excluding any cash received on account of accrued interest or accrued
      dividends), plus the additional consideration, if any, to be received by the
      Company upon the conversion or exchange of such securities or the exercise
      of
      any related options or rights; 

    


    (3)    On
      any
      change in the number of shares of Common Stock deliverable upon exercise of
      any
      such options or rights or conversion of or exchange for such convertible or
      exchangeable securities, or on any change in the minimum purchase price of
      such
      options, rights, or securities, where such change results in a lower purchase
      price per share, the Warrant Exercise Price hereunder shall forthwith be
      decreased to such purchase price as would have obtained had the adjustment
      made
      upon (x) the issuance of such options, rights, or securities not exercised,
      converted, or exchanged prior to such change, as the case may be, been made
      upon
      the basis of such change, or (y) the options or rights related to such
      securities not converted or exchanged prior to such change, as the case may
      be,
      been made upon the basis of such change. 

    


    (d)    In
      case,
      at any time after the date of this Warrant, of any reorganization,
      reclassification of the stock of the Company (other than a change in par value
      or as a result of a stock dividend or subdivision, split-up or combination
      of
      shares for which adjustment is made pursuant to subsections (b) and (c)
      hereof), or consolidation or merger of the Company with or into another person
      (other than a consolidation or merger in which the corporation is the continuing
      entity and which does not result in any change in the Common Stock), this
      Warrant shall, after the effective date of such reorganization,
      reclassification, consolidation, or merger, be exercisable into the kind and
      number of shares of stock or other securities or property of the Company or
      of
      the entity resulting from such consolidation or surviving such merger to which
      such Warrantholder would have been entitled, if it had exercised this Warrant,
      immediately prior to such reorganization, reclassification, consolidation,
      or
      merger. The provisions of this subsection (d) shall similarly apply to
      successive reorganizations, reclassifications, consolidations, or mergers.
      

    


    (e)    The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities, or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Company, but will at all times in good faith assist in the
      carrying out of all the provisions of this Section and in the taking of all
      such
      action as may be necessary or appropriate in order to protect the exercise
      rights of the Warrantholders against impairment. 

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    12.    Cashless
      Exercise.
      

    


    (a)    The
      Warrantholder may, at its option, elect to exercise this Warrant, in whole
      or in
      part and at any time or from time to time, on a cashless basis, by surrendering
      this Warrant, with the Notice of Exercise attached to this Warrant duly executed
      by or on behalf of the Warrantholder, at the principal office of the Company,
      or
      at such other office or agency as the Company may designate, by canceling a
      portion of this Warrant in payment of the Warrant Exercise Price payable in
      respect of the number of Warrant Shares purchased upon such exercise. In the
      event of an exercise pursuant to this Section 12, the number of Warrant
      Shares issued to the Holder shall be determined according to the following
      formula: 

    


    X
      =
Y*(A-B)

    A

    


    
      	 	
              Where:

            	
              X

            	
              =

            	
              the
                number of Warrant Shares that shall be issued to the Warrantholder.
                

            


    

    
      	 	 	
              Y

            	
              =

            	
              the
                number of Warrant Shares for which this Warrant is being exercised
                (which
                shall include both the number of Warrant Shares issued to the
                Warrantholder and the number of Warrant Shares subject to the portion
                of
                the Warrant being cancelled in payment of the Warrant Exercise Price).
                

            


    

    
      	 	 	
              A

            	
              =

            	
              the
                Fair Market Value (as defined below) of one share of Common Stock;
                and
                

            


    

    
      	 	 	
              B

            	
              =

            	
              the
                Warrant Exercise Price then in effect.


            


    

    


    (b)    The
      Fair
      Market Value per share of Common Stock shall be determined as follows:


    


    (i)    if
      the
      Common Stock is listed on a national securities exchange, the Nasdaq National
      Market, the OTC Bulletin Board, or another nationally-recognized trading system
      as of the Exercise Date (or within 30 days prior to such date), the Fair Market
      Value per share of Common Stock shall be deemed to be the average of the high
      and low reported sale prices per share of Common Stock thereon on the trading
      day immediately preceding the Exercise Date; provided
      that if
      the Common Stock is not so listed on such day, the Fair Market Value per share
      of Common Stock shall be determined on the most recent trading date preceding
      the Exercise Date when the Common Stock was so listed, unless such trading
      date
      is more than 30 days before the Exercise Date, in which case, the Fair Market
      Value shall be determined below. 

    


    (ii)    If
      clause (i) does not apply but there is a Qualified Private Placement (as
      such term is hereafter defined), the Fair Market Value per share of Common
      Stock
      shall be the Common Equivalent Price (as such term is herein defined) in respect
      of the Qualified Private Placement. For purposes of this subsection, a
“Qualified Private Placement” shall mean the sale by the Company in one or more
      transactions not involving a sale of the Company’s Common Stock pursuant to a
      registration statement under the Act, during any twelve-month period ending
      within six months prior to such cashless exercise, of equity securities for
      an
      aggregate purchase price in cash of at least Two Million Dollars ($2,000,000).
      The term “Common Equivalent Price” shall mean the price determined by dividing
      the gross proceeds received by the Company as a result of a Qualified Private
      Placement by the number of shares of Common Stock issued, or issuable upon
      conversion or exchange of securities issued therein, in exchange for such gross
      proceeds (without taking into account any subsequent adjustments that are not
      capable of determination at the time of issuance of such securities).


    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    (iii)    If
      clauses (i) and (ii) do not apply, then the Fair Market Value per share of
      the
      Common Stock shall be the value placed upon shares of such stock, on good faith
      determination by the Company’s Board of Directors, as to Fair Market Value as of
      the Exercise Date. 

    


    13.    Reservation
      and Issuance of Shares.
      At all
      times the Company will keep reserved for issuance upon exercise of this Warrant,
      the number of shares of Common Stock then issuable upon full exercise hereof.
      The Company covenants that its issuance of this Warrant constitutes full
      authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for shares of
      the
      Company’s Common Stock upon the exercise of the purchase rights under this
      Warrant and to issue replacement, successor, and/or remainder Warrants in
      respect hereof. 

    


    14.    Notices
      of Record Date.
      The
      Company shall cause to be mailed to the Warrantholder, at least 20 days prior
      to
      the record or transaction date hereinafter specified, the following notices:
      

    


    (a)    Notice
      of
      the date upon which the Company will take a record of the holders of its capital
      stock for the purpose of entitling any of them to subscribe for or purchase
      any
      shares of stock of any class or to receive a dividend, distribution, or any
      other rights; 

    


    (b)    Notice
      of
      the date upon which there will occur any reorganization of the Company,
      reclassification of the capital stock of the Company (other than a subdivision
      or combination of its outstanding shares of capital stock), or consolidation
      or
      merger of the Company with or into another corporation that does not constitute
      a Sale of the Company;

    


    (c)    Notice
      of
      the effective date upon which the rights of the holders of any of the Underlying
      Securities will be determined in the event of a voluntary or involuntary
      dissolution, liquidation, or winding up of the Company; and/or 

    


    (d)    Notice
      of
      the date upon which a record will be taken, for the purpose to grant or
      extinguish any other right, privilege, or obligation of any party, in respect
      of
      this Warrant or the Underlying Securities. 

    


    15.    Amendments
      and Waivers.
      Neither
      this Warrant nor any term hereof may be changed, waived, varied, discharged,
      or
      terminated orally or in writing, except that any term of this Warrant may be
      amended and the observance of any such term may be waived (either generally
      or
      in a particular instance, and either retroactively or prospectively) with (but
      only with) the written consent of the Company and the Warrantholder;
provided,
      however,
      that no
      such waiver shall extend to or affect any obligation not expressly waived.
      

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

    

    16.    Communications.
      All
      notices or other communications hereunder shall be in writing and shall be
      given
      by registered or certified mail (postage prepaid and return receipt requested),
      personally delivered (against a receipt signed by the Warrantholder or its
      agent), transmitted by facsimile (with verification of receipt thereof), or
      sent
      by means of a nationally recognized overnight delivery service (with
      verification of delivery), addressed to the Warrantholder and the Company,
      at
      the following respective addresses:

    


    
      	
            	If
              to the Warrantholder:	
              Lazarus
                Investment Partners LLLP

            


      	 	 	2401 East Second
              Avenue 


      	 	 	Suite 400 


      	 	 	Denver, Colorado
              80206 


      	 	 	Attn: Justin
              Borus, Member 


      	 	 	Fax: 303-302-9050 


      	 	 	 


      	 	With a copy
              to: 	James A. Jacobson,
              Esq. 


      	 	 	Berenbaum, Weinshienk & Eason,
              P.C. 


      	 	 	370 Seventeenth Street, 48th
              Floor 


      	 	 	Denver, Colorado
              80202-5698 


      	 	 	Fax: 303-629-7610 


      	 	 	 


      	 	If to the Company,
              to: 	PSI
              Corporation 


      	 	 	7222 Commerce Center
              Drive 


      	 	 	Suite 240 


      	 	 	Colorado Springs, Colorado
              80919 


      	 	 	Attn: Ken
              Upcraft, Chief Executive Officer and
              President 


      	 	 	Fax: 719-598-3897 


    

    


    All
      notices and other communications given in accordance with the foregoing
      procedures shall be deemed to have been given as of the date and time of actual
      delivery, deposit in the United States mail, proof of transmittal by facsimile,
      or 2:00 p.m., Colorado time, on the next business day after deposit with a
      nationally recognized overnight delivery service (prior to the applicable local
      time for next business day delivery), as the case may be. 

    


    17.    Miscellaneous.
      The
      provisions of this Warrant shall be construed and shall be given effect in
      all
      respects as if it had been issued and delivered by the Company on the date
      hereof.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be executed by its President thereunto duly
      authorized.

     

    
      	 	 	 
	 	COMPANY:
	 	 
	 	PSI Corporation, a
              Nevada corporation 
	 
 	 
 	 
 
	 	By:  	/s/
Kenneth
              J. Upcraft
	 	Name: 	Kenneth
              J.
              Upcraft 
	 	Title: 	Chief Executive
              Officer 
	 	Date: 	October
              17,
              2006 


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    NOTICE
      OF EXERCISE

    


    


    TO: PSI
      Corporation 

    


    1.    The
      undersigned hereby elects to purchase __________ shares of Common Stock, of
      PSI
      Corporation, pursuant to the terms of the attached Warrant, and: (a) tenders
      herewith payment of the Warrant Exercise Price in full, together with all
      applicable transfer taxes, if any, payable pursuant to the terms of the Warrant
      hereby exercised; or (b) elects a cashless exercise of the attached Warrant,
      pursuant to the provisions of Section 12 thereof, if no payment is herewith
      tendered.

    


    2.    Please
      issue a certificate or certificates representing said shares of Common Stock,
      in
      the name of the undersigned or in such other name as is specified
      below:

    


    
      	 	 	 	 
	 	(Name) 	 	 
	 	 	 	 
	 	 	 	 
	 	(Address) 	 	 


    

    


    (Note
      that any name herein which is not the name of the Warrantholder of record must
      be accompanied by an Assignment Form in proper form. 

    


    3.    Please
      issue a Warrant certificate, representing a Warrant for the remainder of shares
      of Common Stock, if any, for which the undersigned Warrantholder has not
      exercised the Warrant herein, in the name of the undersigned
      Warrantholder.

     

    
      	 	 	 
	____________________ 	Lazarus
              Investment Partners LLLP, a
	Date 	Delaware
              limited liability limited partnership 
	 
 	 
 	 
 
	 	By:  	Lazarus
              Management Company LLC,
	 	its General Partner
	 	 
	 	By:  ______________________ 
	 	
              Justin B.
                Borus,
                Manager 

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     


    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing Warrant, execute

    this
      form and supply required information.

    Do
      not use this form to purchase shares.)

    


    (This
      form must accompany any

    Notice
      of Exercise for securities issuable

    to
      any person other than the

    Warrantholder
      of record.)

    


    FOR
      VALUE
      RECEIVED, the foregoing PSI Corporation Common Stock Warrant, and all rights
      evidenced thereby, are hereby assigned to 

    


    


    
      	 
	(Please Print) 	 	 	 
	 	 	 	 
	whose
              address is: 	 
	 	 


    

    


    
      	 	 	 
	 	Dated: _______________________,
              200_
	 	Lazarus Investment Partners
              LLLP,
              a 
	 	Delaware limited liability limited
              partnership 
	 
 	 
 	 
 
	 	By:  	Lazarus Management Company LLC,
	 	its General Partner
	 	 
	Record Warrantholder’s
              Signature: 	By: __________________
	 	
              Justin B.
                Borus, Manager 

            
	 	 
	Record
              Warrantholder’s Address: 	 
	 	 


    

     

    
      NOTE:
        The
        signature on this Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatever. Any officer of a corporation or person acting in a fiduciary or
        other
        representative capacity must file proper evidence of authority to assign
        the
        foregoing Warrant. 

    

     

    
      
        
        

      

      
        -11-