AGREEMENT
        AND PLAN OF REORGANIZATION

      


      


      This
        Agreement and Plan of Reorganization (“Agreement”) is entered into by and
        between Friendlyway Corporation, a Nevada corporation with offices at 7222
        Commerce Center Drive, Suite 240, Colorado Springs, CO 80919 (“Friendlyway”),
        and Big Fish Marketing Group, Inc., a Colorado Corporation with offices
        at 7222
        Commerce Center Drive, Suite 205, Colorado Springs, CO 80919 (“Big Fish”), and
        is effective July 26, 2006.

      


      WHEREAS,
        Big
        Fish was formed as a Colorado limited liability company by filing articles
        of
        organization with the Colorado Secretary of State on June 24, 2004;

      


      WHEREAS,
        the
        form of entity for Big Fish was converted to a Colorado corporation by filing
        a
        Combined Statement of Conversion and Articles of Incorporation for a Profit
        Corporation on July 26, 2006; 

      


      WHEREAS,
        Big
        Fish wishes to transfer its business and substantially all of its assets
        (such
        assets are identified on Schedule
        A
        of this
        Agreement and hereafter referred to as the “Assets”) to Friendlyway, pursuant to
        the terms and conditions of this Agreement, and in exchange for voting shares
        of
        Friendlyway Stock (defined below), cash and the assumption by Friendlyway
        of
        certain liabilities of Big Fish in a transaction intended to qualify as a
        "reorganization" within the meaning of §368(a)(1)(C) of the Internal Revenue
        Code of 1986, as amended; it being contemplated by the parties that Big Fish
        will thereafter, as an integral part of the transaction, distribute the shares
        of Friendlyway Stock pro rata to the shareholders of Big Fish, in complete
        liquidation and dissolution of Big Fish; and

      


      WHEREAS,
        Friendlyway desires to acquire the Assets from Big Fish pursuant to the terms
        and conditions of this Agreement. 

      


      THEREFORE,
        the
        parties agree as follows: 

      


      1.  
        Exchange
        of Assets, Cash and Stock. 
        

      


      (a) On
        the
        Closing Date, Big Fish will transfer all of the Assets and the Assumed
        Liabilities (“Assumed Liabilities” are defined below) to Friendlyway.


      


      (b) Upon
        Closing, Friendlyway shall pay to Big Fish cash in the amount of One Hundred
        Fifty Thousand Dollars (US $150,000.00) (the “Cash Consideration”). The Cash
        Consideration shall be paid to Big Fish in six (6) equal monthly installments;
        each such payment to be made on or before the first day of each calendar
        month.
        The first installment shall be due in the second calendar month following
        the
        month in which the Closing occurs. The Cash Consideration may be prepaid
        in
        whole or in part, without penalty.

      


      (c) At
        Closing, Friendlyway will deliver to Big Fish a certificate or certificates
        for
        Friendlyway common stock (the “Stock”) representing shares having an agreed
        aggregate value of One Million Three Hundred Fifty Thousand Dollars (US
        $1,350,000.00) (the “Stock Consideration”). The number of shares to be issued
        for the Stock Consideration shall be determined by dividing the foregoing
        agreed
        aggregate value by the adjusted closing bid price. For purposes of this
        paragraph, “adjusted closing bid price” shall mean the closing bid price of the
        Stock on the Closing Date, as reflected on the Over-the-Counter Bulletin
        Board,
        reduced by an amount equal to twenty percent (20%) of such closing bid price.
        

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (d) At
        the
        Closing, Big Fish will deliver to Friendlyway (i) such instruments of transfer
        (including consents and approvals of third parties) as will be sufficient
        or
        necessary in the opinion of counsel for Friendlyway to vest in Friendlyway,
        its
        successors and assigns, the full legal and equitable title of Big Fish to
        the
        Assets; (ii) an instrument satisfactory to counsel for Friendlyway appointing
        Friendlyway as the true and lawful attorney in fact for Big Fish to institute
        and prosecute (in its own name or in the name of Big Fish but for the benefit
        of
        Friendlyway) any proceedings deemed by Friendlyway to be necessary or
        appropriate to collect, assert, or enforce its right, title, and interest
        to the
        Assets; and (iii) such other evidences as counsel for Friendlyway may reasonably
        require as to compliance by Big Fish with provisions of the laws of the State
        of
        Colorado relating to the transfer of all or substantially all of its assets,
        and
        its liquidation and dissolution pursuant to the provisions of this
        Agreement.

      


      2.
        Contingent Stock Issuances

      


      (a)
        If,
        on the first anniversary of the Closing Date, the closing bid price of the
        Stock, as reflected on the Over-the-Counter Bulletin Board, is lower than
        the
        closing bid price on the Closing Date, Big Fish shall be entitled to receive
        additional shares of Stock in exchange for the Assets. The number of additional
        shares shall be determined using the following formula:

      


      (1,350,000
        / “x”) - (1,350,000 / “y”)

      


      where
        x =
        eighty percent (80%) of the closing bid price on the first anniversary of
        the
        Closing Date; and

      


      where
        y =
        eighty percent (80%) of the closing bid price on the Closing Date. 

      


      Any
        certificate(s) for shares to which Big Fish is entitled pursuant to this
        sub-paragraph shall be issued by Friendlyway within thirty (30) days after
        such
        anniversary date.

      


      (b)
        Big
        Fish shall also be entitled to receive one (1) share of Stock for every nine
        (9)
        dollars of target revenue generated by Friendlyway’s Big Fish division during
        each of the twelve (12) months following the month in which the Closing occurs.
        For purposes of this paragraph, “target revenue” means all revenues in excess of
        $780,000.00. Any certificate(s) for shares to which Big Fish is entitled
        pursuant to this sub-paragraph shall be issued by Friendlyway on a quarterly
        (non-calendar) basis; such certificates to be issued on or before the fifteenth
        (15th)
        day of
        the month following the end of the quarter.

      


      (c)
        Any
        Stock issued to Big Fish pursuant to this paragraph shall hereafter be referred
        to as “Contingent Stock Consideration.”

      


      3. 
        Liabilities.
        Friendlyway shall assume all accounts payable, notes payable and other payables
        (the “Assumed Liabilities”) reflected on Big Fish’s balance sheet, as of the
        Closing Date (a copy of which is attached hereto as Schedule
        B).
        Friendlyway assumes no other existing, contingent, future, known or unknown
        liabilities of Big Fish (the “Excluded Liabilities”). The Excluded Liabilities
        include, but are not limited to the following:

      



      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      
        	 	
                (a)

              	
                any
                  liability for federal, state or local taxes of Big Fish or Big
                  Fish’s
                  affiliates or owners;

              


      

      


      
        	 	
                (b)

              	
                any
                  liability of Big Fish related to any asset which is not acquired
                  pursuant
                  to this Agreement; 

              


      

      


      
        	 	
                (c)

              	
                any
                  liability of Big Fish pursuant to any employee benefit
                  plan;

              


      

      


      
        	 	
                (d)

              	
                any
                  liability or obligation of Big Fish to affiliates of Big
                  Fish;

              


      

      


      
        	 	
                (e)

              	
                any
                  liability, or obligation of Big Fish as an employer, including,
                  without
                  limitation, liabilities for wages, supplemental unemployment benefits,
                  vacation benefits, severance benefits, retirement benefits, Federal
                  Consolidated Omnibus Budget Reconciliation Act of 1985 benefits,
                  Federal
                  Family and Medical Leave Act of 1993 benefits, Federal Workers
                  Adjustment
                  and Retraining Notification Act obligations and liabilities, or
                  any other
                  employee benefits, withholding tax liabilities, workers’ compensation, or
                  unemployment compensation benefits or premiums, hospitalization
                  or medical
                  claims, occupational disease or disability claims, or other claims
                  attributable in whole or in part to employment or termination by
                  Big Fish
                  or arising out of any labor matter involving Big Fish as an employer,
                  and
                  any claims, liabilities and obligations arising from or relating
                  to any
                  employee benefit plans; and

              


      

      


      
        	 	
                (f)

              	
                any
                  claims, liabilities, losses, damages, or expenses related to any
                  litigation, proceeding, dispute or investigation of any nature
                  arising out
                  of Big Fish’s ownership of the Assets on or before the Closing Date
                  including, without limitation, any claims or liabilities for injury
                  to, or
                  death of, persons or damage to or destruction of property, any
                  workers’
                  compensation claims, and any warranty
                  claims.

              


      

       

      4. 
        Accounts Receivable.
        It is
        the intention of the parties that all rights to, and the benefit of, the
        accounts receivable from the business conducted by Big Fish prior to the
        Closing
        (the “Business”) shall be included in the Assets transferred by Big Fish to
        Friendlyway.  Accordingly, all accounts receivable outstanding on the
        Closing Date shall be collected by Friendlyway. At or prior to the Closing,
        Big
        Fish shall deliver to Friendlyway a complete statement of each account
        receivable as of the Closing Date. Big Fish agrees to cooperate with Friendlyway
        to effect the purpose and intent of this paragraph, including, but not limited
        to, immediately remitting to Friendlyway any and all monies collected by
        Big
        Fish on such accounts receivable. 

      


      5. 
        Representations
        and Warranties of Big Fish. 
        Big Fish hereby represents and warrants to Friendlyway as follows:

      


      (a) As
        of the
        Closing, Big Fish is a corporation duly organized and validly existing under
        the
        laws of the State of Colorado; Big Fish has full power and authority to execute
        and deliver this Agreement and all other agreements to be executed and delivered
        by Big Fish hereunder or in connection herewith (the “Ancillary Agreements”) and
        to consummate the transactions hereby or thereby contemplated; all necessary
        corporate action has been taken to authorize Big Fish to enter into this
        Agreement and the Ancillary Agreements;

      



      
        
           

        

        
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      (b) This
        Agreement and the Ancillary Agreements have been duly executed and delivered
        by
        Big Fish and each such agreement constitutes the legal, valid and binding
        obligations of Big Fish enforceable against it in accordance with its terms,
        except as enforceability may be limited by bankruptcy, insolvency or other
        laws
        for the protection of debtors;

      


      (c) Neither
        the execution, delivery or performance of this Agreement, the Ancillary
        Agreements, nor the transactions contemplated hereby or thereby will violate
        Big
        Fish’s operating agreement, shareholder agreement or any other agreements or
        instruments, law, regulation, judgment or order by which Big Fish is
        bound;

      


      (d) At
        the
        Closing, Big Fish will transfer to Friendlyway good and valid title to all
        the
        Assets, free and clear of all liens, claims or other encumbrances.

      


      (e)  Except
        as otherwise identified herein, no consent, authorization, approval, order,
        license, certificate or permit of or from, or declaration or filing with,
        any
        federal, state, local or other governmental authority or any court or other
        tribunal, and no consent or waiver of any party to any contract to which
        Big
        Fish is a party is required or declaration to or filing with any governmental
        or
        regulatory authority, or any other third party is required to: (i) execute
        this
        Agreement or any Ancillary Agreement, (ii) consummate this Agreement or any
        Ancillary Agreement and the transactions contemplated hereby or thereby,
        or
        (iii) permit Big Fish to assign or transfer the Assets (including without
        limitation, the Material Contracts, as defined below) to Friendlyway. 


       

      (f)
        Litigation. 
        There are no actions, suits, proceedings, orders or claims pending or threatened
        against Big
        Fish,
        or pending or threatened by Big Fish against any third party, at law or in
        equity, or before or by any governmental department, commission, board, bureau,
        agency or instrumentality which relate to, or in any way affect, the Business
        or
        the Assets (including, without limitation, any actions, suits, proceedings
        or
        investigations with respect to the transactions contemplated by this Agreement
        or any Ancillary Agreement). Big Fish is not subject to any judgment, order
        or
        decree of any court or other governmental agency, and Big Fish has received
        no
        written opinion or memorandum from legal counsel to the effect that it is
        exposed, from a legal standpoint, to any liability which relates to the Business
        or the Assets.

       

      (g)
        Intellectual
        Property.  
        Big Fish does not use any third party patent, trademark, copyright, trade
        secrets or other intellectual or industrial property rights, other than
        non-exclusively licensed use of commercially available software, in the
        Business. 

      


      (h)
        Material
        Contracts.   
        Each contract included as part of the Assets (each a “Material Contract”) is
        valid and binding on and enforceable against Big Fish and, to the knowledge
        of
        Big Fish, each other party thereto and is in full force and effect.  Big
        Fish is not in breach or default under any Material Contract.  Big Fish
        does not know of, and has not received notice of, any violation or default
        under
        (nor, to the knowledge of Big Fish, does there exist any condition which
        with
        the passage of time or the giving of notice or both would result in such
        a
        violation or default under) any Material Contract by any other party
        thereto.  Prior to the date hereof, Big Fish has made available to
        Friendlyway true and complete copies of all Material Contracts. 



      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      


      6. 
        Representations
        and Warranties of Friendlyway. 
        Friendlyway represents and warrants to Big Fish as follows:

      


      (a)
        Friendlyway is a corporation duly organized and validly existing under the
        laws
        of the State of Nevada; Friendlyway has full power and authority to execute
        and
        deliver this Agreement and all other agreements to be executed and delivered
        by
        Friendlyway hereunder or in connection herewith the “Ancillary Agreements” and
        to consummate the transactions hereby or thereby contemplated; all necessary
        corporate action has been taken to authorize Friendlyway to enter into this
        Agreement and the Ancillary Agreements;

      


      (b)
        This
        Agreement and the Ancillary Agreements have been duly executed and delivered
        by
        Friendlyway and each such agreement constitutes the legal, valid and binding
        obligations of Friendlyway enforceable against it in accordance with its
        terms,
        except as enforceability may be limited by bankruptcy, insolvency or other
        laws
        for the protection of debtors; and

      


      (c)
        Neither the execution, delivery or performance of this Agreement, the Ancillary
        Agreements, nor the transactions contemplated hereby or thereby will violate
        Friendlyway’s Articles of Incorporation or by-laws or any other agreements or
        instruments, law, regulation, judgment or order by which Friendlyway is
        bound.

      


      7. 
        Closing. 
        The closing of the transactions contemplated hereby (the “Closing”) shall occur
        on or before 5:00 p.m. on August 7, 2006 (the “Closing Date”).
  Unless both parties agree in writing, this agreement shall not
        survive past August 31, 2006 and shall become null and void without recourse
        (except as noted herein).  

      


      8. Termination
        and Unwinding of Transaction.
        The
        parties acknowledge that Big Fish is engaging in this transaction expecting
        that
        Friendlyway will achieve certain financial objectives with respect to sales
        and
        gross revenues. Accordingly, the parties agree that, if Friendlyway’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 Friendlyway with written notice of such election.
        The
        date on which such election notice is received by Friendlyway is hereafter
        referred to as the “Notice Date.” Within sixty (60) days after the Notice Date,
        (i) Friendlyway shall return all of the Assets to Big Fish, (ii) Big Fish
        shall
        return the Stock Consideration and any Contingent Stock Consideration to
        Friendlyway; and (iii) each party will execute and deliver all other documents
        required by paragraph 12 of this Agreement. 

      


      9. 
        Indemnification by Big Fish. 
        Big Fish agrees to indemnify, defend and hold Friendlyway and its affiliates
        harmless from and against any and all losses, liabilities, obligations, suits,
        proceedings, demands, judgments, damages, claims, expenses and costs, including,
        without limitation, reasonable fees, expenses and disbursements of counsel
        (collectively, “Damages”) to which any of them may be subjected, or which are
        actually suffered, incurred or paid in connection with (i) any breach of
        a
        representation or warranty made by Big Fish, (ii) any liability accruing
        prior
        to the Closing Date incurred in connection with the Business or Assets, other
        than any liability expressly assumed by Friendlyway pursuant to this Agreement,
        (iii) the non-fulfillment by Big Fish of any covenant contained herein or
        in the
        Ancillary Agreements, or (iv) any Excluded Liabilities.  

      



      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      10. 
        Indemnification
        by Friendlyway. 
        Friendlyway agrees to indemnify, defend and hold Big Fish and its affiliates
        harmless from and against any and all Damages to which any of them may be
        subjected, or which are actually suffered, incurred or paid in connection
        with
        (i) any breach of a representation or warranty made by Friendlyway herein,
        (ii)
        any liability arising in connection with the use and/or ownership of the
        Assets
        after the Closing, (iii) the non-fulfillment by Friendlyway of any covenant
        contained herein or in the Ancillary Agreements or (iv) any liabilities
        expressly assumed by Friendlyway.

      


      11.
        Securities Registration.
        Big
        Fish acknowledges that the
        Stock
        issued by Friendlyway 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 Friendlyway, that
        such
        registration is not required.

      


      12.
        Further Assurances.
        Each
        Party agrees that they will execute and deliver any and all documents,
        including, but not limited to, bills of sale, stock certificates and other
        instruments of transfer and conveyance, as are reasonably necessary or advisable
        for the purpose of carrying out the terms of this Agreement and the intent
        of
        the parties hereto. 

      


      13. 
        Survival. 
        The representations, warranties, indemnification, covenants and agreements
        of
        Big Fish and Friendlyway contained in this Agreement shall survive the execution
        and delivery hereof for a period of three years.

      


      14. 
        Severability. 
        If any provision of this Agreement is determined to be invalid, illegal or
        incapable of being enforced by reason of any rule of law or public policy,
        all
        other provisions of this agreement shall nevertheless remain in full force
        and
        effect.

      


      15. 
        No Waiver. 
        No waiver by any party of any breach or nonperformance of any provision or
        obligation of this Agreement shall be deemed to be a waiver of any preceding
        or
        succeeding breach of the same or any other provision of this
        agreement.

      


      16. 
        Entire Agreement. 
        This Agreement constitutes the entire agreement of the parties with respect
        to
        the subject matter hereof, supersedes all prior agreements and understandings,
        oral and/or written, relating to the subject matter hereof, and may not be
        amended, supplemented, or modified, except by written instrument executed
        by all
        parties hereto.  This Agreement shall be binding upon and inure to the
        benefit of the parties hereto, their successors and permitted assigns. 
Where the context so requires, the singular shall include the plural and
        vice
        versa.

      


      17. 
        Execution in Counterparts. 
        This Agreement may be executed in one or more counterparts, each of which
        shall
        constitute an original and all of which shall constitute one and the same
        document.

      


      18. 
        Governing Law; Counsel. 
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of Nevada, without giving effect to any conflict-of-laws
        provisions.  The parties acknowledge that they have each had an opportunity
        to be represented by legal counsel of their choice and that they enter into
        this
        Agreement and the transactions contemplated hereby freely and voluntarily
        with
        full knowledge and understanding of its contents.


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      


      19.
        Conflict-of-Interest
        Disclosure.
        Friendlyway
        and Big Fish each acknowledge that this Agreement has been substantially
        drafted
        by the law firm of Christopher K. Brenner, P.C. (the “Firm”), in the Firm’s
        capacity as legal counsel for Friendlyway and its affiliates. Pursuant to
        the
        Rules of Professional Conduct governing the ethics and practice of the legal
        profession in the State of Colorado, attorneys may not represent conflicting
        or
        adverse interests without advising the parties of such conflict and receiving
        the permission of each party to proceed. The Firm does not believe that the
        drafting of this Agreement on behalf of both Friendlyway and Big Fish will
        have
        a detrimental effect to either party. However, because the parties’ respective
        interests in the transaction generally conflict, the Firm will not advise
        Big
        Fish as to the specific legal and/or tax consequences of engaging in this
        transaction. Big Fish is encouraged to consult with independent legal and
        financial/tax counsel to be absolutely certain of the legal and financial
        consequences of entering into this Agreement. Each party is further advised
        that
        if a future dispute concerning this Agreement and/or the contemplated
        transaction arises between the parties, the Firm will likely be unable to
        represent either of the parties. Big Fish hereby acknowledges that the Firm
        has
        made no representations or warranties to Big Fish concerning this Agreement
        or
        the contemplated transaction. Each principal and/or officer of a party signing
        this Agreement, acknowledges, on behalf of their respective party, that they
        (i)
        have read, understood, and accept the provisions set forth in this paragraph,
        (ii) have granted the Firm permission to draft this Agreement on behalf of
        each
        party, and (iii) hereby waive any right to bring any action against the Firm
        based upon a conflict of interest.

       

      


      


      


      


      [Signatures
        on next page]


      
        
           

        

        
          7

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Agreement as of the date first written
        above.

      


      


      
        	
                BIG
                  FISH
                  MARKETING
                  GROUP,
                  INC.

              	
                FRIENDLYWAY
                  CORPORATION

              
	 	 
	 	 
	 	 
	
                By:     
                  /s/ Don
                  Bennett                               
                  

              	
                By:     
                  /s/ Ken
                  Upcraft                                       
                  

              
	
                Name:
                  Don Bennett

              	
                Name:
                  Ken Upcraft

              
	
                Title:  
                  Shareholder

              	
                Title:   Chief
                  Executive Officer

              
	 	 
	 	 
	
                By:     
                  /s/ Darin
                  Zaruba                               

              	 
	
                           
                  Darin Zaruba 

              	 
	
                By
                  :    Z,
                  INC.

              	 
	
                Title: 
                  Shareholder

              	 
	 	 
	 	 
	
                By:     
                  /s/ Darin
                  Zaruba                                

              	 
	
                Name:
                  Darin Dawson 

              	 
	
                Title:  
                  Shareholder

              	 


      

      



      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      


      SCHEDULE
        A

      ASSETS
        TO BE TRANSFERRED

      


      1.
        All
        outstanding quotes presented by Big Fish within the last 180 days and their
        potential to close

      


      2.
        All
        customer contracts and other contracts and licenses with other entities (to
        the
        extent assignable)

      


      3.
        All
        outstanding Accounts Receivables as of the closing date

      


      4.
        All of
        Big Fish’s copyrights, trademarks, trade names or other trade designations used
        in or for its business, including the name “Big Fish Marketing”

      


      5.
        All
        goodwill associated with Big Fish’s business and any other intangible asset of
        Big Fish

      


      6.  All
        cash on hand and cash equivalents derived from the Business

      


      7. 
        Big Fish’s files, books and other records relating to the Business, including
        without limitation, all customers’ lists, suppliers’ lists, merchants’ lists,
        sales data, revenue data, and standard operational procedure and technical
        manuals

      


      8. The
        telephone numbers, e-mail addresses and the domain name (www.Greatbigfish.com)
        of Big Fish

      


      9. The
        furniture, equipment, computer servers, proprietary software and other personal
        property used in the Business

      


      10.  Big
        Fish’s intellectual property used or useful in the business, including rights
        to
        all screen designs and media development files

      


      11.
        All
        deposits or advance payments by customers for services not yet rendered by
        Big
        Fish and relating to the Business

      


      12.
        All
        deposits and advance payments of Big Fish for services not yet rendered to
        Big
        Fish or covering periods after the Closing Date and which relate to the
        Business

      


      13.
        All
        rights
        under or pursuant to any representations, warranties and guarantees made
        to Big
        Fish in connection with the Assets or services furnished to Big Fish to the
        extent assignable

      


      14.
        All
        accrued, asserted or unasserted claims of Big Fish against third parties
        relating to Big Fish’s business


      
        
           

        

        
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      SCHEDULE
        B

      SELLER
        BALANCE SHEET

      


      
 

       

       

       

       

       

       

       

       

       

       

      
        
           

        

      
          10