8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 27, 2008

CORNERWORLD CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-128614	98-0434357
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

12222 Merit Drive Suite 120

Dallas, Texas 75251

(Address of principal executive offices) (zip code)

(469) 828-4277

(Registrant’s telephone number, including area code)

Copies to:

Richard Friedman, Esq.

Jonathan R. Shechter, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Fl.

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 28, 2008 (the “Closing Date”) Cornerworld Corporation (“Cornerworld” or, the “Company”) entered into and closed a Share Exchange Agreement and Plan of Merger (the “Agreement”) with Enversa Companies LLC, a Texas limited liability company (“Enversa”), Leadstream LLC, a Texas limited liability company (“Leadstream”), and the holders of the membership interests of Leadstream (the “Leadstream Members”). Pursuant to the Agreement, Leadstream merged with and into Enversa, of which Cornerworld is the sole member. Enversa shall remain the surviving company in connection with the merger and, as such, will acquire all right, title and interest in and to all real estate and other property of Leadstream and shall become responsible for all liabilities and obligations of Leadstream and Enversa (the “Acquisition”).

As a result of the Acquisition, all of the issued and outstanding membership interests of Leadstream (the “Leadstream Membership Interests”) issued and outstanding immediately prior to the Closing Date will (i) convert into the right to receive from Cornerworld, on a pro rata basis, (A) 3,600,000 Cornerworld Common Shares (the “Acquisition Shares”), and (B) promissory notes in the aggregate principal amount of $1,500,000 by Cornerworld to the Leadstream Members (the “Acquisition Notes”), (ii) cease to be outstanding and to exist and (iii) be canceled and retired. Following the Acquisition, Enversa will continue to be a wholly-owned subsidiary of Cornerworld.

The Acquisition Notes bear an interest rate of 4.58%. The payment of the Acquisition Notes is governed by the following: within 30 days of the end of each fiscal quarter of Enversa, in which the Enversa EBITDA is greater than $150,000, the lenders shall receive 40% of such EBITDA. The remaining unpaid principal sum and all accrued and unpaid interest thereon shall be due and payable in full on the earliest to occur of: (i) the date on which Marc Blumberg (see Item 5.02 below) is removed from the board of directors of the Company prior to the payment in full of all such amounts; (ii) the date which is at least 18 months following the date hereof on which the Company’s consolidated aggregate EBITDA for the 3 consecutive months preceding such date is less than $500,000; or (iii) the date on which there is a change of control of Enversa or Enversa is merged with or into an affiliate of the Company without the consent of Lender (any such date, the “Maturity Date”).

The Acquisition Shares, which are restricted securities as defined under the U.S. securities laws, shall be subject to a leakout provision. The Leadstream Members agreed that during the two-year period following the Closing Date, they will not sell Acquisition Shares in the aggregate in excess of 1% of Cornerworld’s outstanding shares (i.e. each Leadstream Member will be entitled to sell up to its pro rata portion of such aggregate 1%). Additionally, following the Closing Date, Cornerworld shall grant to the existing employees of Leadstream options to purchase 400,000 Cornerworld Common Shares in accordance with the Cornerworld existing incentive stock plan at the discretion of the Cornerworld Board.

The Company also entered into a Registration Rights Agreement with Internet University, Inc., Marc Blumberg and Marc Pickren (the “Stockholders”). Pursuant to the Registration Rights Agreement, the Company shall provide the Stockholders with piggyback registration rights on commercially reasonable efforts with respect to any registration of its common stock under the Securities Act.

Business of Leadstream

Founded in 2005, Leadstream is a technology-oriented direct response marketing company. Using an interactive toolbox of Internet, Event, Mobile Phone and In-Person marketing methods, Leadstream connects its clients with their target customers. Leadstream uses a patent pending media auction technology to deliver significantly more inventory than current market rates. With Leadstream, media properties compete anonymously for business in a secure real-time, Web-based bidding environment. The entire media-buying process lasts just days, and negotiations are completed in a matter of minutes instead of weeks. Because media properties compete against each other, advertisers can extend the power of their marketing budgets beyond typical marketplace levels.

1

Leadstream has adopted a pay-for-performance pricing model where its clients are charged solely on the performance of their campaigns. Leadstream’s flagship services are delivered through the Leadstream Agency and the proprietary online media buying auction platform Enversa, which delivers competitive advantage through increased reach and lower costs. Leadstream is also invested in emerging technologies such as ad network platforms and industry specific portals as well as advancing the Enversa auction site to a full-fledged network media exchange. Following the Acqusition, the new name of Leadstream will be Enversa Companies, LLC.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the number of shares known to be owned by all persons who own at least 5% of Cornerworld’s outstanding common stock, the Company’s directors, the executive officers, and the directors and executive officers as a group as of August 26, 2008, unless otherwise noted. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

Name of Beneficial Owner	Common Stock Beneficially Owned	Percentage of Common Stock
Scott Beck	15,024,236	28.08%
Jarrod Beck	5,005,015	9.35%
Crystal Blue Consulting, Inc.	7,798,290	14.57%
Kelly Larabee Morlan	961,583	1.80%
Marc Blumberg	860,000	1.61%
Internet University, Inc.	3,132,000	5.85%
All executive officers and directors as a group (consisting of  3 individuals )	16,845,819	31.48%

** Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of August 25, 2008 are deemed outstanding for computing the percentage of the person holding such option or warrant. Percentages are based on a total of 53,510,317 shares of common stock outstanding on August 28, 2008, and the shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of August 25, 2008, as described below.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01

2

Item 5.02 Election of Directors; Appointment of Certain Officers.

In connection with the acquisition of Leadstream, Marc Blumberg has been appointed to the Board of Directors of Cornerworld.

Marc Blumberg, Director, Cornerworld Corporation;

Marc Blumberg is the senior vice president at imc². He leads the companies’ clients in developing innovative and effective marketing strategies. Since joining imc² in early 1997, Mr. Blumberg has taken a leadership role in developing imc²’s service offerings and culture. Blumberg helped build the company from 6 to a staff of over 500 people providing services to Procter & Gamble, The Coca-Cola Company, and GlaxoSmithKline.

Before joining imc², Marc was a strategy consultant for Gemini Consulting’s MAC Group and for the New England Consulting Group. An accomplished strategist with exceptional Internet knowledge and experience, Marc has spent his professional career consulting with FORTUNE 500 companies. He holds a Bachelor of Science in economics from the University of Pennsylvania’s Wharton School of Business.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

None.

(b) Pro forma financial information.

None.

(d) Exhibits

Exhibit Number	Description
10.1	Share Exchange Agreement and Plan of Merger by and among Cornerworld Corporation, Enversa Companies LLC, Leadstream LLC, and the holders of the membership interests of Leadstream
10.2	Form of Registration Rights Agreement by and among Cornerworld Corporation, Internet University, Inc., Marc Blumberg and Marc Pickren dated August 27, 2008.
10.3	Form of Promissory Note dated August 27, 2008.

3

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cornerworld Corporation

Dated: September 2, 2008 By:  /s/ Scott Beck

Name: Scott Beck

Title: Chief Executive Officer

4

EX-10

Exhibit 10.1

SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER

THIS SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER is made as of the 27th day of August, 2008

AMONG:

CORNERWORLD CORPORATION, a corporation formed pursuant to the laws of the State of Nevada and having an office for business at 12222 Merit Drive, Suite 120, Dallas, Texas 75251 (“Cornerworld”)

AND:

ENVERSA COMPANIES LLC, a limited liability company formed pursuant to the laws of the State of Texas and having an office for business at 12222 Merit Drive, Suite 120, Dallas, Texas 75251 (“Leadstream Acquisition Sub”)

AND:

LEADSTREAM, LLC, a limited liability company formed pursuant to the laws of the State of Texas and having an office for business located at 12404 Park Central Drive, Suite 400, Dallas, Texas 75251 (“Leadstream”)

AND:

the holders of the membership interests of Leadstream, LLC, each of whom are set forth on the signature page of this Agreement (the “Leadstream Members”).

WHEREAS:

A.The Leadstream Members own such membership interests of Leadstream as set forth on Exhibit “A” annexed hereto, collectively being 100% of the presently issued and outstanding Leadstream equity;

B.        Cornerworld is a reporting company whose common stock is quoted on the Over-the-Counter Bulletin Board;

C.        The Board of Directors of Cornerworld deems it to be advisable and in the best interests of Cornerworld and its shareholders to acquire Leadstream in the manner contemplated by this Agreement;

D.        The sole member of Leadstream Acquisition Sub deems it advisable and in the best interests of Leadstream Acquisition Sub to merge with Leadstream in the manner contemplated by this Agreement; and

1

E.        The managing member of Leadstream deems it advisable and in the best interests of Leadstream and its members to merge with and into Leadstream Acquisition Sub in the manner contemplated by this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Agreement the following terms will have the following meanings:

(a) “Acquisition” means the merger, at the Effective Time, of Leadstream with and into Leadstream Acquisition Sub, with Leadstream Acquisition Sub as the surviving limited liability company;

(b) “Acquisition Consideration” means the Acquisition Notes and the Acquisition Shares;

(c) “Acquisition Notes” means the notes in an aggregate principal amount of $1,500,000 issued on the Closing Date by Cornerworld to the Leadstream Members pursuant to the terms of this Agreement;

(d) “Acquisition Shares” means the 3,600,000 Cornerworld Common Shares to be issued pursuant to the terms of this Agreement;

(e) “Agreement” means this Share Exchange Agreement and Plan of Merger among Cornerworld, Leadstream Acquisition Sub, Leadstream and the Leadstream Members;

(f) “Certificate of Merger” means the certificate of merger respecting the Acquisition, which contains the information required by the TBOC and the TMCLA;

(g) “Closing” means the completion, on the Closing Date, of the transactions contemplated by this Agreement in accordance with Article 7 hereof;

(h) “Closing Date” means the date of this Agreement;

(i) “Code” means the Internal Revenue Code of 1986, as amended;

(j) “Cornerworld Accounts Receivable” means all accounts receivable and other debts owing to Cornerworld, on a consolidated basis, as of June 30, 2008;

(k) “Cornerworld Assets” means the undertaking and all the property and assets of the Cornerworld Business of every kind and description wheresoever situated, including, without limitation, Cornerworld Equipment, Cornerworld Inventory, Cornerworld Material Contracts, Cornerworld Accounts Receivable, Cornerworld Cash, Cornerworld Intangible Assets and Cornerworld Goodwill, and all credit cards, charge cards and banking cards issued to Cornerworld;

2

(l) “Cornerworld Audited Financial Statements” means, collectively, the audited consolidated financial statements of Cornerworld for the fiscal year ended April 30, 2008, together with the unqualified auditors’ report thereon, true copies of which are attached as Schedule “A” hereto;

(m) “Cornerworld Business” means all aspects of any business conducted by Cornerworld and its subsidiaries;

(n) “Cornerworld Cash” means all cash on hand or on deposit to the credit of Cornerworld and its subsidiaries;

(o) “Cornerworld Common Shares” means the shares of common stock, $0.001 par value, of Cornerworld;

(p) “Cornerworld Equipment” means all machinery, equipment, furniture, and furnishings used in the Cornerworld Business;

(q) “Cornerworld Financial Statements” means, collectively, the Cornerworld Audited Financial Statements and the Cornerworld Recent Financial Statements;

(r) “Cornerworld Goodwill” means the goodwill of the Cornerworld Business including the right to all corporate, operating and trade names associated with the Cornerworld Business, or any variations of such names as part of or in connection with the Cornerworld Business, all books and records and other information relating to the Cornerworld Business, all necessary licenses and authorizations and any other rights used in connection with the Cornerworld Business;

(s) “Cornerworld Intangible Assets” means all of the intangible assets of Cornerworld and its subsidiaries, including, without limitation, Cornerworld Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Cornerworld and its subsidiaries;

(t) “Cornerworld Inventory” means all inventory and supplies of the Cornerworld Business;

(u) “Cornerworld Legal Fees” means the legal fees incurred by Cornerworld in connection with the transactions contemplated by this Agreement; provided, however, that the maximum amount of such fees shall be $30,000;

(v) “Cornerworld Material Contracts” means the burden and benefit of, and the right, title and interest of Cornerworld and its subsidiaries in, to and under, all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Cornerworld or its subsidiaries are entitled whereunder Cornerworld or its subsidiaries are obligated to pay or entitled to receive the sum of $10,000 or more, including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others, which cannot be terminated without liability on not more than one month’s notice;

(w) “Cornerworld Parties” means Cornerworld and Leadstream Acquisition Sub;

(x) “Cornerworld Recent Financial Statements” means the unaudited consolidated financial statements of Cornerworld for the two (2) months ending June 30, 2008, true copies of which are attached as Schedule “A” hereto;

3

(y) “EBITDA” means earnings before interest, taxes, depreciation and amortization and excludes extraordinary expenses which are not incurred in the normal course of Leadstream’s business and are not part of normal historical operations of Leadstream. By way of example, and not by way of limitation, the Transaction Legal Fees and similar fees and expenses associated with this transaction or any similar transaction involving Leadstream or Cornerworld shall be excluded from the expenses used to calculate EBITDA;

(z) “Leadstream Accounts Receivable” means all accounts receivable and other debts owing to Leadstream, as of June 30, 2008;

(aa) “Leadstream Annual Financial Statements” means the unaudited financial statements of Leadstream for the year ending December 31, 2007 and the notes to the financial statements, true copies of which are attached as Schedule “B” hereto;

(bb) “Leadstream Assets” means the undertaking and all the property and assets of the Leadstream Business of every kind and description wheresoever situated including, without limitation, Leadstream Equipment, Leadstream Inventory, Leadstream Material Contracts, Leadstream Accounts Receivable, Leadstream Cash, Leadstream Intangible Assets and Leadstream Goodwill, and all credit cards, charge cards and banking cards issued to Leadstream;

(cc) “Leadstream Bank Accounts” means all of the bank accounts, lock boxes and safety deposit boxes of Leadstream or relating to the Leadstream Business;

(dd) “Leadstream Business” means all aspects of the business conducted by Leadstream;

(ee) “Leadstream Cash” means all cash on hand or on deposit to the credit of Leadstream on the Closing Date;

(ff) “Leadstream Debt to Related Parties” means the debts owed by Leadstream to the Leadstream Members or to any family member thereof, or to any affiliate, manager or officer of Leadstream or the Leadstream Members;

(gg) “Leadstream Equipment” means all machinery, equipment, furniture, and furnishings used in the Leadstream Business;

(hh) “Leadstream Financial Statements” means the Leadstream Annual Financial Statements and the Leadstream Recent Financial Statements;

(ii) “Leadstream Goodwill” means the goodwill of the Leadstream Business together with the exclusive right of Cornerworld to represent itself as carrying on the Leadstream Business in succession of Leadstream subject to the terms hereof, and the right to use any words indicating that the Leadstream Business is so carried on including the right to use the name “Leadstream” or “Leadstream International” or any variation thereof as part of the name of or in connection with the Leadstream Business or any part thereof carried on or to be carried on by Leadstream, the right to all corporate, operating and trade names associated with the Leadstream Business, or any variations of such names as part of or in connection with the Leadstream Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the Leadstream Business, all necessary licenses and authorizations and any other rights used in connection with the Leadstream Business;

4

(jj) “Leadstream Intangible Assets” means all of the intangible assets of Leadstream, including, without limitation, Leadstream Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Leadstream and its subsidiaries;

(kk) “Leadstream Inventory” means all inventory and supplies of the Leadstream Business as of June 30, 2008;

(ll) “Leadstream Material Contracts” means the burden and benefit of, and the right, title and interest of Leadstream in, to and under, all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Leadstream is entitled in connection with the Leadstream Business whereunder Leadstream is obligated to pay or entitled to receive the sum of $10,000 or more, including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, attorneys or others which cannot be terminated without liability on not more than one month’s notice;

(mm) “Leadstream Membership Interests” means all of the issued and outstanding membership interests of Leadstream, whether or not certificates have been issued with respect to such membership interests;

(nn) “Leadstream Parties” means Leadstream and the Leadstream Members;

(oo) “Leadstream Recent Financial Statements” means the unaudited financial statements of Leadstream for the six (6) months ended June 30, 2008, true copies of which are attached as Schedule “B” hereto;

(pp) “Place of Closing” means the offices of Sichenzia Ross Friedman Ference LLP, or such other place as Cornerworld and Leadstream may mutually agree upon;

(qq) “Pledge Agreements” means the Pledge Agreements of even date herewith between Cornerworld and the Leadstream Members related to the pledge of all of the equity interests of the Surviving Company as security for payment of the Acquisition Notes;

(rr) “Primary Leadstream Member” means Internet University, Inc.;

(ss) “Registration Rights Agreement” means that certain Registration Rights Agreement of even date herewith between Cornerworld and the Leadstream Members.

(tt) “SEC” means the U.S. Securities and Exchange Commission;

(uu) “Securities Act” means the Securities Act of 1933, as amended;

(vv) “Surviving Company” means Leadstream Acquisition Sub, which the Certificate of Merger will designate as the surviving company in the Acquisition;

(ww) “Tax” means (i) any federal, state, local, foreign and other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real and personal property (tangible and intangible), sales, use,

5

franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental (including taxes under Section 59A of the Code), capital stock, capital duty, disability, estimated, gains, wealth, welfare, employee’s income withholding, other withholding, unemployment and social security or other tax of whatever kind (including any fee, assessment and other charges in the nature of or in lieu of any tax) that is imposed by any governmental authority, (ii) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any related contest or dispute and (iii) any items described in this paragraph that are attributable to another person or entity but that the applicable person or entity is liable to pay by law, by contract or otherwise, whether or not disputed;

(xx) “Tax Return” means any report, return, declaration, claim for refund or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

(yy) “TBOC” means the Texas Business Organizations Code;

(zz) “TMCLA” means the Texas Miscellaneous Corporation Laws Act;

(aaa) “Transaction Legal Fees” means the Cornerworld Legal Fees and the legal fees incurred by Leadstream in connection with the transactions contemplated by this Agreement; and

(bbb) “Treasury Regulation” means the regulations promulgated under the Code.

Any other terms defined within the text of this Agreement will have the meanings so ascribed to them.

Captions and Section Numbers

1.2       The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

Section References and Schedules

1.3       Any reference to a particular “Article”, “Section”, “paragraph”, “clause” or other subdivision is to the particular Article, Section, paragraph, clause or other subdivision of this Agreement and any reference to a Schedule or Exhibit by letter will mean the appropriate Schedule or Exhibit attached to this Agreement and by such reference the appropriate Schedule or Exhibit is incorporated into and made part of this Agreement. The Schedules and Exhibits to this Agreement are as follows:

Information concerning Cornerworld

Schedule “A” Cornerworld Financial Statements

Information concerning Leadstream

Schedule “B” Leadstream Financial Statements

6

Exhibits

Exhibit “A” Leadstream Capitalization, Distribution of Acquisition Shares and Payment of Purchase Price

Exhibit “B” Leadstream Bank Accounts

Exhibit “C” Leadstream Assets

Exhibit “D” Leadstream Material Contracts

Severability of Clauses

1.4          If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

ARTICLE 2

THE ACQUISITION

The Acquisition; Certain Effects of the Acquisition

2.1       Subject to the terms and conditions hereof, on the Closing Date, Cornerworld and Leadstream will execute or cause to be executed the Certificate of Merger and Cornerworld will file the Certificate of Merger with the Secretary of State of the State of Texas.

2.2       The Acquisition will be effective at the time specified in the Certificate of Merger or, if the Certificate of Merger does not specify another time, the time the Certificate of Merger is filed with the Secretary of State of the State of Texas (the “Effective Time”).

2.3       At and as of the Effective Time: (a) Leadstream will merge with and into Leadstream Acquisition Sub in accordance with the applicable provisions of the TBOC and the TMCLA; (b) Leadstream will cease to exist as a separate legal entity; (c) Leadstream Acquisition Sub will be the Surviving Company and, as such, will, all with the effect the TBOC and the TMCLA provide, (i) acquire all right, title and interest in and to all real estate and other property of Leadstream and Leadstream Acquisition Sub, and (ii) be responsible for all liabilities and obligations of Leadstream and Leadstream Acquisition Sub; (d) the certificate of formation of Leadstream Acquisition Sub will be the certificate of formation of the Surviving Company; and (e) the limited liability company agreement of Leadstream Acquisition Sub will be the limited liability company agreement of the Surviving Company.

Effect of the Acquisition on the Membership Interests

2.4       Subject to the provisions of applicable law related to appraisal rights, as of the Effective Time, as a result of the Acquisition and without any action on the part of the holders of the applicable membership interests, the Leadstream Membership Interests issued and outstanding immediately prior to the Effective Time will (i) convert into the right to receive from Cornerworld, on a pro rata basis, (A) the Acquisition Shares and (B) the Acquisition Notes, (ii) cease to be outstanding and to exist and (iii) be canceled and retired. Following the Acquisition, the Surviving Company will continue to be a wholly-owned subsidiary of Cornerworld. The Acquisition Shares shall be distributed on the Closing Date in accordance with Exhibit “A”; the

7

Acquisition Shares to be subject to a leakout provision. It is understood that the Acquisition Shares will be restricted securities, as defined under the U.S. securities laws. Accordingly, such shares may be sold only in accordance with Rule 144 or other applicable exemptions. In addition, the Leadstream Members will agree that during the two-year period following the Closing, they will not sell Acquisition Shares in the aggregate in excess of 1% of Cornerworld’s outstanding shares (i.e. each Leadstream Member will be entitled to sell up to its pro rata portion of such aggregate 1%). Additionally, the Acquisition Shares shall be subject to potential restrictions imposed by an investment banker in connection with an offering of securities. In the event a placement agent advises Cornerworld that to assure the success of an offering a temporary suspension for the sales of the Acquisition Shares is advised then the Leadstream Members will agree not to sell such shares during such period which can be up to six months after the offering.

Options

2.5       Following the Closing Date, Cornerworld shall grant to the existing employees of Leadstream options to purchase 400,000 Cornerworld Common Shares in accordance with the Cornerworld existing incentive stock plan at the discretion of the Cornerworld Board.

Adherence with Applicable Securities Laws

2.6       The Leadstream Members agree that they are acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to them (other than pursuant to an effective registration statement under the Securities Act), directly or indirectly, unless:

(a) the sale is to Cornerworld;

(b) the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or

(c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Cornerworld an opinion of counsel to that effect or such other written opinion as may be reasonably required by Cornerworld.

The Leadstream Members acknowledge that the certificates representing the Acquisition Shares shall bear the following legend:

NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.

THE RESTIRICITON SHALL BE IN ACCORDANCE WITH THE SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 27, 2008 AND THE REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 27, 2008.

8

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF

CORNERWORLD AND LEADSTREAM ACQUISITION SUB

Representations and Warranties

3.1          Cornerworld and Leadstream Acquisition Sub hereby represent and warrant in all material respects to Leadstream and the Leadstream Members, with the intent that Leadstream and the Leadstream Members will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

Cornerworld - Corporate Status and Capacity

(a) Incorporation.

(i) Cornerworld is a corporation duly incorporated and validly subsisting under the laws of the State of Nevada and in good standing with the office of the Secretary of State for the State of Nevada, and

(ii) Each of Cornerworld’s subsidiaries is duly organized and validly subsisting under the laws of its State of organization and in good standing with the office of the Secretary of State of such State;

(b) Carrying on Business.

(i) The nature of the Cornerworld Business does not require Cornerworld to register or be qualified to carry on business in any jurisdiction other than Texas. Cornerworld conducts the business described in its filings with the SEC and does not conduct any other business, and

(ii) Leadstream Acquisition Sub was formed for the purpose of entering into this Agreement and engaging in the Acquisition. Leadstream Acquisition Sub has not engaged in any other business;

(c) Capacity. Cornerworld has the corporate power, capacity and authority to own the Cornerworld Assets and to enter into this Agreement and complete the transactions contemplated hereby; Leadstream Acquisition Sub has the limited liability company power, capacity and authority to own its assets and to enter into this Agreement and complete the transactions contemplated hereby;

(d) Reporting Status; Listing. Cornerworld is required to file current reports with the SEC pursuant to section 15(d) of the Securities Exchange Act of 1934. Cornerworld filed a registration statement under the Securities Act. The Cornerworld Common Shares are quoted on the Over-the-Counter Bulletin Board, and all reports required to be filed by Cornerworld with the SEC or FINRA have been filed;

Cornerworld - Capitalization

(e) Authorized Capital.

(i) The authorized capital of Cornerworld consists of 250,000,000 Cornerworld Common Shares, $0.001 par value, and 10,000,000 shares of preferred stock, $0.001 par value, of which 43,368,317 Cornerworld Common Shares, and no shares of preferred stock, are issued and outstanding as of the date hereof, and

9

(ii) The authorized capital of each of Cornerworld’s subsidiaries and the ownership thereof is as set forth in the attached Schedule 3.1(e)(ii);

(f) No Option, Warrant or Other Right. No other person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of Cornerworld Common Shares or equity in any of Cornerworld’s subsidiaries, or for the purchase, subscription or issuance of any of the unissued shares in the capital of Cornerworld or any of Cornerworld’s subsidiaries;

Cornerworld - Records and Financial Statements

(g) Charter Documents. The charter documents of Cornerworld and its subsidiaries have not been altered since the incorporation or formation of each, respectively, except as filed in the record books of Cornerworld or its subsidiaries, as the case may be;

(h) Corporate Minute Books. The company minute books of Cornerworld and its subsidiaries are complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by Cornerworld and its subsidiaries which required director (or other governing person) or shareholder (or other owner) approval are reflected on the corporate minute books of Cornerworld and its subsidiaries. Cornerworld and its subsidiaries are not in violation or breach of, or in default with respect to, any term of their respective certificates of incorporation (or other charter documents) or by-laws (or other regulating documents);

(i) Cornerworld Financial Statements. The Cornerworld Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of Cornerworld, on a consolidated basis, as of the respective dates thereof, and the sales and earnings of the Cornerworld Business during the periods covered thereby, in all material respects, and have been prepared in substantial accordance with generally accepted accounting principles consistently applied;

(j) Cornerworld Accounts Payable and Liabilities. There are no material liabilities, contingent or otherwise, of Cornerworld or its subsidiaries which are not reflected in the Cornerworld Financial Statements except those incurred in the ordinary course of business since the date of the said Cornerworld Financial Statements, and neither Cornerworld nor its subsidiaries have guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of Cornerworld as of April 30, 2008 are described in Schedule “A” hereto, and Cornerworld agrees to update Schedule “A” prior to the Closing to include all accounts payable and liabilities as of the Closing Date;

(k) Cornerworld Accounts Receivable. All the Cornerworld Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of Cornerworld, any claim by the obligor for set-off or counterclaim;

(l) No Debt to Related Parties. Except as set forth on the disclosure schedule, neither Cornerworld nor any of its subsidiaries is, or as of the Closing will be, indebted to any affiliate, director or officer of Cornerworld, except for accounts payable on

10

account of bona fide business transactions of Cornerworld incurred in the normal course of the Cornerworld Business, including employment agreements, none of which are more than 30 days in arrears;

(m) No Related Party Debt to Cornerworld. No director or officer or affiliate of Cornerworld is now indebted to or under any financial obligation to Cornerworld or any subsidiary on any account whatsoever, except for advances on account of travel and other expenses not exceeding $1,000 in total;

(n) No Dividends. No dividends or other distributions on any shares in the capital of Cornerworld have been made, declared or authorized since the date of Cornerworld Recent Financial Statements;

(o) No Payments. No payments of any kind have been made or authorized since the date of the Cornerworld Recent Financial Statements to or on behalf of officers, directors, shareholders or employees of Cornerworld or its subsidiaries or under any management agreements with Cornerworld or its subsidiaries, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;

(p) No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting Cornerworld;

(q) No Adverse Events. Since the date of the Cornerworld Recent Financial Statements:

(i) there has not been any material adverse change in the consolidated financial position or condition of Cornerworld, its subsidiaries, its liabilities or the Cornerworld Assets or any damage, loss or other change in circumstances materially affecting Cornerworld, the Cornerworld Business or the Cornerworld Assets or Cornerworld’s right to carry on the Cornerworld Business, other than changes in the ordinary course of business,

(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Cornerworld, its subsidiaries, the Cornerworld Business or the Cornerworld Assets,

(iii) there has not been any material increase in the compensation payable or to become payable by Cornerworld to any of Cornerworld’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them,

(iv) the Cornerworld Business has been and continues to be carried on in the ordinary course,

(v) Cornerworld has not waived or surrendered any right of material value,

(vi) neither Cornerworld nor its subsidiaries have discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and

(vii) no capital expenditures in excess of $15,000 individually or $30,000 in total have been authorized or made;

11

Cornerworld - Income Tax Matters

(r) Tax Returns. All Tax Returns of Cornerworld and its subsidiaries required by law to be filed have been timely filed and are true, complete and correct, and all taxes payable in accordance with any such Tax Returns or in accordance with any notice of assessment or reassessment issued by any taxing authority have been paid;

(s) Taxes.

(i) Adequate provisions have been made in accordance with generally accepted accounting principles consistently applied for Taxes payable for which Tax Returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any Tax Return by, or payment of any Tax, governmental charge or deficiency by, Cornerworld or its subsidiaries,

(ii) No federal, state, local or foreign audits or other proceedings are pending or being conducted, nor have Cornerworld or any of its subsidiaries received any (i) notice from any governmental authority that any such audit or other proceeding is pending, threatened or contemplated, (ii) request for information related to Tax matters or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any governmental authority against Cornerworld or any of its subsidiaries, with respect to any Taxes due from or with respect to Cornerworld or any of its subsidiaries or any Tax Return filed by or with respect to the Cornerworld or any of its subsidiaries,

(iii) No position has been or will be taken on any Tax Return by Cornerworld or any of its subsidiaries for a taxable period for which the statute of limitations for the assessment of any Taxes with respect thereto has not expired that is contrary to any publicly announced position of a taxing authority or that is substantially similar to any position which a taxing authority has successfully challenged in the course of an examination of a Tax Return of Cornerworld or any of its subsidiaries. Cornerworld and its subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of income Tax under Section 6662 of the Code. Neither Cornerworld nor any of its subsidiaries have sponsored or participated in any “reportable transactions” as such term is defined by Section 1.6011-4 of the Treasury Regulations,

(iv) Neither Cornerworld nor any of its subsidiaries are a party to or bound by any Tax sharing agreement, Tax indemnity obligation or similar contract or practice with respect to Taxes, and

(v) There are no encumbrances upon any of Cornerworld’s or any of its subsidiaries’ assets arising from any failure or alleged failure to pay any Tax (other than encumbrances relating to Taxes not yet due and payable and for which adequate reserves have been made);

Cornerworld - Applicable Laws and Legal Matters

(t) Licenses. Cornerworld and its subsidiaries hold all licenses and permits as may be requisite for carrying on the Cornerworld Business in the manner in which it has

12

heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the Cornerworld Business;

(u) Applicable Laws. Neither Cornerworld nor its subsidiaries have been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which they are subject or which apply to them the violation of which would have a material adverse effect on the Cornerworld Business, and neither Cornerworld nor its subsidiaries are in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a material adverse impact on the Cornerworld Business;

(v) Pending or Threatened Litigation. There is no material litigation or administrative or governmental proceeding pending or threatened against or relating to Cornerworld, its subsidiaries, the Cornerworld Business, or any of the Cornerworld Assets and Cornerworld does not have any knowledge of any deliberate act or omission of Cornerworld or its subsidiaries that would form any material basis for any such action or proceeding;

(w) No Bankruptcy. Neither Cornerworld nor its subsidiaries have made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against Cornerworld or its subsidiaries and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of Cornerworld or its subsidiaries;

(x) Labor Matters. Neither Cornerworld nor its subsidiaries are party to any collective bargaining agreement relating to the Cornerworld Business with any labor union or other association of employees and no part of the Cornerworld Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of Cornerworld, has made any attempt in that regard;

(y) Finder’s Fees. Neither Cornerworld nor its subsidiaries are party to any agreement which provides for the payment of finder’s fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein;

Execution and Performance of Agreement

(z) Authorization and Enforceability. The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Cornerworld and Leadstream Acquisition Sub;

(aa) No Violation or Breach. The execution and performance of this Agreement will not:

(i) violate the charter documents of Cornerworld or Leadstream Acquisition Sub or result in any breach of, or default under, any loan agreement, mortgage, deed of trust or any other agreement to which Cornerworld or any of its subsidiaries is a party,

(ii) give any person any right to terminate or cancel any agreement, including, without limitation, the Cornerworld Material Contracts, or any right or rights enjoyed by Cornerworld or its subsidiaries,

13

(iii) result in any alteration of Cornerworld’s or its subsidiaries’ obligations under any agreement to which Cornerworld or its subsidiaries are party, including, without limitation, the Cornerworld Material Contracts,

(iv) result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the Cornerworld Assets,

(v) result in the imposition of any tax liability to Cornerworld or its subsidiaries relating to the Cornerworld Assets, or

(vi) violate any court order or decree to which either Cornerworld or its subsidiaries are subject;

Cornerworld Assets - Ownership and Condition

(bb) Business Assets. The Cornerworld Assets comprise all of the property and assets of the Cornerworld Business, and no other person, firm or corporation owns any assets used by Cornerworld or its subsidiaries in operating the Cornerworld Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Cornerworld’s filings with the SEC;

(cc) Title. Cornerworld or its subsidiaries are the legal and beneficial owner of the Cornerworld Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed in Cornerworld’s filings with the SEC;

(dd) No Option. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the Cornerworld Assets;

(ee) Cornerworld Insurance Policies. Cornerworld and its subsidiaries do not maintain any insurance policies other than directors and officers insurance policies;

(ff) Cornerworld Material Contracts. The Cornerworld Material Contracts as disclosed in Cornerworld’s filings with the SEC constitute all of the material contracts of Cornerworld and its subsidiaries;

(gg) No Default. There has not been any default in any material obligation of Cornerworld or any other party to be performed under any of the Cornerworld Material Contracts, each of which is in good standing and in full force and effect and unamended, and Cornerworld is not aware of any default in the obligations of any other party to any of the Cornerworld Material Contracts;

(hh) No Compensation on Termination. There are no agreements, commitments or understandings relating to severance pay or separation allowances on termination of employment of any employee of Cornerworld or its subsidiaries. Neither Cornerworld nor its subsidiaries are obliged to pay benefits or share profits with any employee after termination of employment except as required by law;

Cornerworld Assets - Cornerworld Equipment

(ii) Cornerworld Equipment. The Cornerworld Equipment has been maintained in a manner consistent with that of a reasonably prudent owner and such equipment is in good working condition;

14

Cornerworld Assets - Cornerworld Goodwill and Other Assets

(jj) Cornerworld Goodwill. Cornerworld and its subsidiaries do not carry on the Cornerworld Business under any other business or trade names. Cornerworld does not have any knowledge of any infringement by Cornerworld or its subsidiaries of any patent, trademark, copyright or trade secret;

Cornerworld Business

(kk) Maintenance of Business. Since the date of the Cornerworld Recent Financial Statements, Cornerworld and its subsidiaries have not entered into any material agreement or commitment except in the ordinary course and except as disclosed herein;

(ll) Subsidiaries. Cornerworld does not own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm other than the following wholly-owned subsidiaries: Cornerworld, Inc. and Leadstream Acquisition Sub; and

Cornerworld - Acquisition Shares

(mm) Acquisition Shares. The Acquisition Shares when delivered pursuant to the Acquisition shall be duly authorized, validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of Cornerworld, in all cases subject to the provisions and restrictions of all applicable securities laws.

Non-Merger and Survival

3.2       The representations and warranties of Cornerworld and Leadstream Acquisition Sub contained herein will be true at and as of the Closing in all material respects as though such representations and warranties were made as of such time. Notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly releases a party from any such representation or warranty) or any investigation made by Leadstream or the Leadstream Members, the representations and warranties of Cornerworld and Leadstream Acquisition Sub shall survive the Closing until all amounts outstanding under the Acquisition Notes have been paid in full.

Indemnity

3.3       Cornerworld and Leadstream Acquisition Sub agree to indemnify and save harmless Leadstream and the Leadstream Members from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, including any payment made in good faith in settlement of any claim (subject to the right of Cornerworld to defend any such claim), resulting from the breach by Cornerworld or Leadstream Acquisition Sub of any representation or warranty made under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by Cornerworld or Leadstream Acquisition Sub to Leadstream or the Leadstream Members hereunder.

15

ARTICLE 4

COVENANTS OF CORNERWORLD

AND LEADSTREAM ACQUISITION SUB

Covenants

4.1 Reserved.

Authorization

4.2          Cornerworld and Leadstream Acquisition Sub hereby agree to authorize and direct any and all federal, state, municipal, foreign and international governments and regulatory authorities having jurisdiction respecting Cornerworld and its subsidiaries to release any and all information in their possession respecting Cornerworld and its subsidiaries to the Leadstream Members. Cornerworld and Leadstream Acquisition Sub shall promptly execute and deliver to the Leadstream Members any and all consents to the release of information and specific authorizations which the Leadstream Members reasonably require to gain access to any and all such information.

Survival

4.3          The covenants set forth in this Article shall survive the Closing for the benefit of Leadstream and the Leadstream Members.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF

LEADSTREAM AND THE LEADSTREAM MEMBERS

Representations and Warranties

5.1          Except as otherwise specifically provided below, Leadstream hereby represents and warrants in all material respects to Cornerworld, with the intent that it will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

Leadstream - Company Status and Capacity

(a) Formation. Leadstream is a limited liability company duly organized and validly subsisting under the laws of the State of Texas and in good standing with the office of the Secretary of State for the State of Texas;

(b) Carrying on Business. Leadstream is not qualified to do business in any jurisdiction other than the State of Texas;

(c) Legal Capacity. Leadstream has the legal power, capacity and authority to own the Leadstream Assets, to carry on the Leadstream Business and to enter into this Agreement and complete the transactions contemplated hereby;

Leadstream - Capitalization

(d) Reserved;

(e) Ownership of Leadstream Membership Interests. The Leadstream Members, severally and not jointly, represent and warrant that at the Closing they will be the registered and beneficial owners of all of the Leadstream Membership Interests in the percentages set forth on Exhibit “A”, and that the Leadstream Membership

16

Interests owned by the Leadstream Members will on Closing be free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever. The Leadstream Membership Interests will on closing be validly issued and outstanding as fully paid and non-assessable membership interests;

(f) Options, Warrants or Other Rights. No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of Leadstream Membership Interests held by the Leadstream Members or for the purchase, subscription or issuance of any of the unissued membership interests of Leadstream;

(g) No Restrictions. There are no restrictions on the transfer, sale or other disposition of Leadstream Membership Interests contained in the charter documents of Leadstream or under any agreement that would prevent the Closing;

Leadstream - Records and Financial Statements

(h) Charter Documents. The charter documents of Leadstream have not been altered since its formation date, except as filed in the record books of Leadstream;

(i) No Violation. Leadstream is not in violation or breach of, or in default with respect to, any term of its articles of organization or regulations;

(j) Leadstream Financial Statements. The Leadstream Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of Leadstream as of the date thereof, and the sales and earnings of the Leadstream Business during the periods covered thereby, in all material respects;

(k) Leadstream Accounts Payable and Liabilities. There are no material liabilities, contingent or otherwise, of Leadstream which are not disclosed or reflected in the Leadstream Financial Statements, except those incurred in the ordinary course of business since the date of the Leadstream Recent Financial Statements, and Leadstream has not guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of Leadstream as of June 30, 2008 are described in the Leadstream Recent Financial Statements;

(l) Leadstream Accounts Receivable. All the Leadstream Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of Leadstream, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of Leadstream as of June 30, 2008, are described in the Leadstream Recent Financial Statements;

(m) Leadstream Bank Accounts. All of the Leadstream Bank Accounts, their location, numbers and the authorized signatories thereto are as set forth in Exhibit “B” hereto;

(n) No Debt to Related Parties. Leadstream is not, and as of the Closing will not be, indebted to the Leadstream Members or to any family member thereof, or to any affiliate, manager or officer of Leadstream or the Leadstream Members, except for accounts payable on account of bona fide business transactions of Leadstream incurred in normal course of the Leadstream Business, including employment

17

agreements with the Leadstream Members, none of which are more than 30 days in arrears;

(o) No Related Party Debt to Leadstream. No Leadstream Member or any director, officer or affiliate of Leadstream is now indebted to, or under any financial obligation to, Leadstream on any account whatsoever, except for advances on account of travel and other expenses not exceeding $5,000 in total;

(p) No Dividends. No dividends or other distributions on any membership interests in the capital of Leadstream have been made, declared or authorized since the date of the Leadstream Recent Financial Statements;

(q) No Payments. No payments of any kind have been made or authorized since the date of the Leadstream Recent Financial Statements to or on behalf of the Leadstream Members or to or on behalf of officers, managers, members or employees of Leadstream or under any management agreements with Leadstream, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;

(r) No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting Leadstream, except as set forth in the Leadstream Financial Statements;

(s) No Adverse Events. Except as otherwise disclosed to Cornerworld, since the date of the Leadstream Recent Financial Statements:

(i) there has not been any material adverse change in the consolidated financial position or condition of Leadstream, its liabilities or the Leadstream Assets or, to the knowledge of Leadstream, any damage, loss or other change in circumstances materially affecting Leadstream, the Leadstream Business or the Leadstream Assets or Leadstream’s right to carry on the Leadstream Business, other than changes in the ordinary course of business,

(ii) to the knowledge of Leadstream, there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Leadstream, the Leadstream Business or the Leadstream Assets,

(iii) there has not been any material increase in the compensation payable or to become payable by Leadstream to the Leadstream Members or to any of Leadstream’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them,

(iv) the Leadstream Business has been and continues to be carried on in the ordinary course,

(v) Leadstream has not waived or surrendered any right of material value,

(vi) Leadstream has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and

(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made;

18

Leadstream - Income Tax Matters

(t) Tax Returns. All material Tax Returns of Leadstream required by law to be filed have been filed and are true, complete and correct in all material respects, and all Taxes payable in accordance with such Tax Returns or in accordance with any notice of assessment or reassessment issued by any taxing authority have been paid;

(u) Current Taxes. Adequate provisions have been made for Taxes payable for the current period for which Tax Returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any Tax Return by, or payment of, any Tax, governmental charge or deficiency by Leadstream. Leadstream is not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier Tax Returns;

Leadstream - Applicable Laws and Legal Matters

(v) Licenses. To the knowledge of Leadstream, Leadstream holds all licenses and permits as may be requisite for carrying on the Leadstream Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the Leadstream Business;

(w) Applicable Laws. Leadstream has not been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it the violation of which would have a material adverse effect on the Leadstream Business, and, to the knowledge of Leadstream, Leadstream is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees the contravention of which would result in a material adverse impact on the Leadstream Business;

(x) Pending or Threatened Litigation. There is no material litigation or administrative or governmental proceeding pending or, to the knowledge of Leadstream, threatened, against or relating to Leadstream, the Leadstream Business, or any of the Leadstream Assets, nor does Leadstream have any knowledge of any deliberate act or omission of Leadstream that would form any material basis for any such action or proceeding;

(y) No Bankruptcy. Leadstream has not made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and, to the knowledge of Leadstream, no bankruptcy petition has been filed or presented against Leadstream and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of Leadstream;

(z) Labor Matters. Leadstream is not party to any collective bargaining agreement relating to the Leadstream Business with any labor union or other association of employees and no part of the Leadstream Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of Leadstream, has made any attempt in that regard;

(aa) Finder’s Fees. Leadstream is not a party to any agreement which provides for the payment of finder’s fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the

19

execution and delivery of this Agreement and the transactions contemplated herein;

Execution and Performance of Agreement

(bb) Authorization and Enforceability. The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Leadstream;

(cc) No Violation or Breach. The execution and performance of this Agreement will not:

(i) violate the charter documents of Leadstream or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which Leadstream is a party,

(ii) give any person any right to terminate or cancel any Leadstream Material Contract,

(iii) result in any alteration of Leadstream’s obligations under any Leadstream Material Contract,

(iv) result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the Leadstream Assets,

(v) result in the imposition of any tax liability to Leadstream relating to the Leadstream Assets or the Leadstream Membership Interests, or

(vi) violate any court order or decree to which Leadstream is subject;

Leadstream Assets - Ownership and Condition

(dd) Business Assets. The Leadstream Assets comprise all of the property and assets of the Leadstream Business, and none of the Leadstream Members or any other person, firm or corporation owns any assets used by Leadstream in operating the Leadstream Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Exhibit “C”;

(ee) Title. Leadstream is the legal and beneficial owner of the Leadstream Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as would not have a material adverse effect on the Leadstream Business;

(ff) No Option. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the Leadstream Assets;

(gg) Leadstream Insurance Policies. There is not currently in effect any public liability insurance or insurance against loss or damage to the Leadstream Assets or the Leadstream Business other than any insurance policies maintained by the Primary Leadstream Member;

(hh) Leadstream Material Contracts. The Leadstream Material Contracts listed in Exhibit “D” constitute all of the material contracts of Leadstream;

20

(ii) No Default. There has not been any default in any material obligation of Leadstream to be performed under any of Leadstream Material Contracts, each of which is in good standing and in full force and effect and unamended, and Leadstream is not aware of any default in the obligations of any other party to any of the Leadstream Material Contracts;

(jj) No Compensation on Termination. There are no agreements, commitments or understandings relating to severance pay or separation allowances on termination of employment of any employee of Leadstream. Leadstream is not obliged to pay benefits or share profits with any employee after termination of employment except as required by law;

Leadstream Assets - Leadstream Equipment

(kk) Leadstream Equipment. The Leadstream Equipment has been maintained in a manner consistent with that of a reasonably prudent owner and such equipment is in good working condition;

Leadstream Assets - Leadstream Goodwill and Other Assets

(ll) Leadstream Goodwill. Leadstream carries on the Leadstream Business only under the name “Leadstream, LLC” and variations thereof and under no other business or trade names. Leadstream does not have any knowledge of any infringement by Leadstream of any patent, trademark, copyright or trade secret;

The Business of Leadstream

(mm) Maintenance of Business. Since the date of the Leadstream Recent Financial Statements, the Leadstream Business has been carried on in the ordinary course and Leadstream has not entered into any material agreement or commitment except in the ordinary course; and

(nn) Subsidiaries. Leadstream does not own any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm.

Leadstream Member Representations and Warranties

The Leadstream Members represent, severally and not jointly, as follows:

(oo) Investment Intent. The Acquisition Shares are being acquired hereunder by the Leadstream Members for investment purposes only, for their own account, not as a nominee or agent and not with a view to the distribution thereof. The Leadstream Members have no present intention to sell or otherwise dispose of the Acquisition Shares and they will not do so except in compliance with the provisions of the Securities Act and other applicable law. The Leadstream Members understand that the Acquisition Shares which may be acquired hereunder must be held by them indefinitely unless a subsequent disposition or transfer of any of said shares is registered under the Securities Act, or is exempt from registration therefrom. The Leadstream Members further understand that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Leadstream Members) promulgated under the Securities Act, depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may afford the basis for sales only in limited amounts;

21

(pp) Investment Experience; Suitability. Each Leadstream Member is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Acquisition Shares and the Leadstream Members’ financial position is such that the Leadstream Members can afford to retain the Acquisition Shares for an indefinite period of time without realizing any direct or indirect cash return on their investment; and

(qq) Accreditation. Each Leadstream Member is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. The Leadstream Members understand that the Acquisition Shares are being offered to them in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that Cornerworld is relying upon the truth and accuracy of, and the Leadstream Members’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Leadstream Members set forth herein in order to determine the availability of such exemptions and the eligibility of the Leadstream Members to acquire the Acquisition Shares.

Non-Merger and Survival

5.2       The representations and warranties of Leadstream and the Leadstream Members contained herein will be true at and as of Closing in all material respects as though such representations and warranties were made as of such time. Notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly releases a party from any such representation or warranty) or any investigation made by Cornerworld or Leadstream Acquisition Sub, the representations and warranties of Leadstream and the Leadstream Members shall survive until December 31, 2008.

Indemnity

5.3 Indemnification.

(a) Leadstream and the Primary Leadstream Member agree to indemnify and save harmless Cornerworld from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, including any payment made in good faith in settlement of any claim (collectively, the “Claims”) (subject to the right of the Primary Leadstream Member to defend any such claim) resulting from the breach by any of them of any representation or warranty of Leadstream or the Leadstream Members made under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by Leadstream or the Leadstream Members to Cornerworld hereunder;

(b) Notwithstanding anything contained herein to the contrary, Cornerworld shall not be entitled to indemnification for any Claims pursuant to this Section 5.3 unless and until the aggregate amount of all such Claims incurred or paid exceeds $30,000, in which case Cornerworld shall be entitled to recover for all such Claims, subject to the other terms and conditions of this Agreement;

(c) The aggregate amount recoverable by Cornerworld under this Section 5.3 shall not (when aggregated with all other amounts recoverable by Cornerworld hereunder) exceed 25% of the value (with the value of the Acquisition Shares being measured as of the Closing Date) of the consideration paid to the Primary Leadstream Member pursuant to Section 2.4 of this Agreement.

22

(d) The remedies set forth in this Section 5.3 shall be the exclusive remedy for Cornerworld and Leadstream Acquisition Sub with respect to breaches of representations and warranties of Leadstream or the Leadstream Members under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by Leadstream or the Leadstream Members to Cornerworld or Leadstream Acquisition Sub hereunder.

ARTICLE 6

COVENANTS OF LEADSTREAM AND

THE LEADSTREAM MEMBERS

Covenants

6.1          Reserved.

Authorization

6.2          Leadstream hereby agrees to authorize and direct any and all federal, state, municipal, foreign and international governments and regulatory authorities having jurisdiction respecting Leadstream to release any and all information in their possession respecting Leadstream to Cornerworld. Leadstream shall promptly execute and deliver to Cornerworld any and all consents to the release of information and specific authorizations which Cornerworld reasonably requires to gain access to any and all such information.

Survival

6.3          The covenants set forth in this Article shall survive the Closing for the benefit of Cornerworld.

ARTICLE 7

CLOSING

Closing

7.1          The Acquisition and the other transactions contemplated by this Agreement will be closed at the Place of Closing on the Closing Date in accordance with the closing procedure set out in this Article.

Documents to be Delivered by Leadstream

7.2          On or before the Closing, Leadstream and the Leadstream Members will deliver or cause to be delivered to Cornerworld:

(a) the original or certified copies of the charter documents of Leadstream, including amendments thereof, and all corporate records, documents and instruments of Leadstream, the corporate seal (if any) of Leadstream and all books and accounts of Leadstream;

(b) all reasonable consents or approvals required to be obtained by Leadstream for the purposes of completing the Acquisition and preserving and maintaining the interests of Leadstream under any and all Leadstream Material Contracts and in relation to Leadstream Assets;

(c) certified copies of such resolutions of the managing member of Leadstream as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

23

(d) the certificates or other evidence of ownership (if any) of the Leadstream Membership Interests;

(e) a monitoring services agreement between the Primary Leadstream Member and Cornerworld;

(f) a transition services agreement among Cornerworld, Leadstream Acquisition Sub and the Primary Leadstream Member;

(g) the Certificate of Merger;

(h) evidence of the payment of the Transaction Legal Fees; and

(i) such other documents as Cornerworld may reasonably require to give effect to the terms and intention of this Agreement.

Documents to be Delivered by Cornerworld

7.3          On or before the Closing, Cornerworld and Leadstream Acquisition Sub shall deliver or cause to be delivered to Leadstream and the Leadstream Members:

(a) share certificates representing the Acquisition Shares duly registered in the names of the Leadstream Members;

(b) certified copies of such resolutions of the directors of Cornerworld as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

(c) certified copies of such resolutions of the sole member of Leadstream Acquisition Sub as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

(d) a certified copy of a resolution of the directors of Cornerworld dated as of the Closing Date appointing Marc Blumberg as a member of the board of directors of Cornerworld;

(e) the Employment Agreement for Marc Pickren;

(f) the Registration Rights Agreement;

(g) agreements granting options to Marc Blumberg and Marc Pickren to purchase Cornerworld Common Shares;

(h) a monitoring services agreement between the Primary Leadstream Member and Cornerworld;

(i) a transition services agreement among Cornerworld, Leadstream Acquisition Sub and the Primary Leadstream Member;

(j) the Acquisition Notes;

(k) a revolving line of credit note;

(l) the Certificate of Merger;

24

(m) a Pledge Agreement with respect to each Leadstream Member;

(n) a membership interest power and accompanying membership interest certificate with respect to each Leadstream Member;

(o) a pledge agreement related to the revolving line of credit note; and

(p) such other documents as Leadstream may reasonably require to give effect to the terms and intention of this Agreement.

ARTICLE 8

POST-CLOSING MATTERS

Forthwith after the Closing, Cornerworld shall file a Form 8-K with the SEC disclosing the execution of this Agreement and the appointment of Mr. Blumberg to the Board at Closing;

ARTICLE 9

GENERAL PROVISIONS

Dispute Resolution

9.1          The parties hereto shall attempt to resolve any dispute, controversy, difference or claim arising out of or relating to this Agreement by negotiation in good faith. If such good faith negotiation fails to resolve such dispute, controversy, difference or claim within fifteen (15) days after any party delivers to any other party a notice of its intent to submit such matter to mediation, then any party to such dispute, controversy, difference or claim may submit such matter to mediation in Dallas, Texas. After, and only after, the conclusion of such mediation proceedings, any party may file a lawsuit for resolution of any matters remaining in dispute following the conclusion of the mediation. Nothing in this Section 9.1 shall prohibit any party from seeking injunctive relief from courts of competent jurisdiction in accordance with Section 9.10.

Notice

9.2          Any notice required or permitted to be given by any party will be deemed to be given when in writing and delivered to the address for notice of the intended recipient by personal delivery, prepaid single certified or registered mail, or facsimile. Any notice delivered by mail shall be deemed to have been received on the fourth business day after and excluding the date of mailing, except in the event of a disruption in regular postal service in which event such notice shall be deemed to be delivered on the actual date of receipt. Any notice delivered personally shall be deemed to have been received on the actual date of delivery. Any notice delivered by facsimile shall be deemed to have been received on upon the receipt of confirmation of transmission.

Addresses for Service

9.3 The address for service of notice of each of the parties hereto is as follows:

(a) Cornerworld or Leadstream Acquisition Sub:

12222 Merit Drive Suite 120

Dallas, Texas 75251

Attention: Scott Beck

Phone: (469) 828-4277

25

Fax: (972) 404-4056

With a copy to:

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Attention: Richard A. Friedman, Esq.

Phone: (212) 930-9700

Fax: (212) 930-9725

(b) Leadstream or the Leadstream Members:

Internet University, Inc.

12404 Park Central Drive

Suite 400

Dallas, Texas 75251

Phone: (214) 580-4537

With a copy to:

Baker & McKenzie LLP

2300 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas 75201

Attn: Ted S. Schweinfurth

Phone: (214) 978-3084

Fax: (214) 965-5914

Change of Address

9.4          Any party may, by notice to the other parties, change its address for notice to some other address in North America and will so change its address for notice whenever the existing address or notice ceases to be adequate for delivery by hand. A post office box may not be used as an address for notice.

Further Assurances

9.5          Each of the parties will execute and deliver such further and other documents and do and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement.

Entire Agreement

9.6          The provisions contained herein constitute the entire agreement among Leadstream, the Leadstream Members, Cornerworld and Leadstream Acquisition Sub respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among Leadstream, the Leadstream Members, Cornerworld and Leadstream Acquisition Sub with respect to the subject matter hereof.

26

Enurement

9.7          This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

Assignment

9.8          This Agreement is not assignable without the prior written consent of the parties hereto. Any purported assignment without such consent shall be null and void.

Counterparts

9.9          This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier or by facsimile will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.

Applicable Law

9.10        This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely within such state, without regard to the principles of conflict of laws. Subject to the provisions of Section 9.1, the parties hereto hereby submit to the exclusive jurisdiction of the United States federal courts or Texas state courts located in Dallas, Texas, with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby. All parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. All parties further agree that service of process upon a party mailed by first class mail shall be deemed in every respect effective service of process upon the party in any such suit or proceeding. Nothing herein shall affect any party’s right to serve process in any other manner permitted by law. All parties agree that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner. The party which does not prevail in any dispute arising under this Agreement shall be responsible for all fees and expenses, including attorneys’ fees, incurred by the prevailing party in connection with such dispute.

Transaction Costs

9.11        All fees, taxes, costs and expenses incurred in connection with the negotiation, execution and delivery of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, taxes, costs and expenses. Cornerworld specifically agrees to bear the costs associated with an audit or review of the Leadstream financials in order that the financial statements will comply with SEC requirements.

Confidentiality

9.12        Notwithstanding any provision herein to the contrary, the parties hereto agree that the existence and terms of this Agreement are confidential and that if this Agreement is terminated pursuant to the preceding section the Cornerworld Parties and the Leadstream Parties, respectively, agree to return to the Leadstream Parties and the Cornerworld Parties, respectively, any and all financial, technical and business documents delivered by such parties in connection with the negotiation and execution of this Agreement, and each Cornerworld Party and Leadstream Party, respectively, shall keep the terms of this Agreement and all information and documents received from the Leadstream Parties and the Cornerworld Parties, respectively, and the contents thereof confidential and not utilize nor reveal or release same; provided, however,

27

that Cornerworld will be required to issue a news release regarding the execution and consummation of this Agreement and file a Current Report on Form 8-K with the SEC respecting the proposed Acquisition contemplated hereby together with such other documents as are required to maintain the currency of Cornerworld’s filings with the SEC, which materials Cornerworld shall deliver to the Leadstream Members for their prior review and approval, not to be unreasonably withheld.

[Signature page follows.]

28

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.

CORNERWORLD CORPORATION

By: _________________________

Scott Beck, President

ENVERSA COMPANIES LLC

By: Cornerworld Corporation

Its: Sole Member

By: _________________________

Scott Beck, President

LEADSTREAM, LLC

By: _________________________

Marc Pickren, President

MEMBERS OF LEADSTREAM, LLC

INTERNET UNIVERSITY, INC.

By: _______________________

Name: _______________________

Title: _______________________

MARC BLUMBERG

_______________________

MARC PICKREN

_______________________

[Signature page to Share Exchange Agreement and Plan of Merger]

29

SCHEDULE “A”

CORNERWORLD FINANCIAL STATEMENTS

1. Audited financials for year ending April 30, 2008.

2. Unaudited financials for the 2 months ending June 30, 2008 and as of August 26, 2008.

3. Accounts payable and liabilities through the Closing Date.

30

SCHEDULE “B”

LEADSTREAM FINANCIAL STATEMENTS

1. Audited financial statements for year ending 12/31/07.

2. Unaudited financial statements for period ending 6/30/08.

SCHEDULE 3.1(e)(ii)

CORNERWORLD AUTHORIZED CAPITAL

Entity: CornerWorld, Inc.

Owned by: Cornerworld Corporation

Authorized shares: 100,000,000 shares of common stock, $0.00001 par value

25,000,000 shares of preferred stock, $0.00001 par value

Outstanding shares: 6,160,854 shares of common stock

EXHIBIT “A”

CAPITALIZATION, DISTRIBUTION OF ACQUISITION SHARES AND PAYMENT

OF PURCHASE PRICE

		% of Acquisition
Leadstream Members	Membership Interest %	Consideration
Internet University, Inc.	86	87%
Marc Blumberg	10	10%
Marc Pickren	3	3%
Reserved for Options	1	0%

EXHIBIT “B”

LEADSTREAM BANK ACCOUNTS

EXHIBIT “C”

LEADSTREAM ASSETS

1. The Primary Leadstream Member licenses to Leadstream certain rights under the Software and License Agreement, dated as of August 31, 2008, by and between the Primary Leadstream Member and Leadstream.

2. Leadstream uses certain assets owned by the Primary Leadstream Member. Pursuant to and in accordance with the terms of the transition services agreement among the Primary Leadstream Member, Cornerworld and Leadstream Acquisition Sub, the Surviving Company may use certain of these assets for a period of time following the Closing.

EXHIBIT “D”

LEADSTREAM MATERIAL CONTRACTS

1. Software and License Agreement, dated as of August 31, 2008, by and between Internet University, Inc. and Leadstream, LLC

2. Agreement of Contribution, Bill of Sale and Assignment and Instrument of Assumption by Enversa, LLC to Leadstream, LLC, dated August 31, 2008.

EX-10

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2008, by and among Cornerworld Corporation, a Nevada corporation (the “Company”), Internet University, Inc., a Texas corporation (“IUI”), Marc Blumberg (“Blumberg”) and Marc Pickren (“Pickren”; together with IUI and Blumberg, the “Stockholders”).

WITNESSETH:

WHEREAS, contemporaneously herewith the Company is entering into a Share Exchange Agreement and Plan of Merger (the “Plan of Merger”) with the Stockholders, Enversa Companies LLC, a Texas limited liability company and a wholly-owned subsidiary of the Company (“Enversa”), and Leadstream, LLC, a Texas limited liability company (“Leadstream”);

WHEREAS, pursuant to the Plan of Merger Enversa will merge with Leadstream with Enversa as the surviving company (the “Merger”);

WHEREAS, the Stockholders are the members of Leadstream immediately prior to the effectiveness of the Merger;

WHEREAS, part of the consideration to be received by the Stockholders in connection with the Merger consists of 3,600,000 common shares of the Company (the “Company Shares”); and

WHEREAS, the Company desires to grant certain registration rights in respect of the Company Shares.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

REGISTRATION RIGHTS

1.1 Registration Rights.

(a)       Registrable Securities. As used in this Agreement “Registrable Securities” as of any particular time shall mean, to the extent the same have not been sold to the public, (i) the Company Shares; (ii) stock issued in respect of Company Shares in any reorganization; or (iii) stock issued in respect of the Company Shares as a result of a stock split, stock dividend, recapitalization or combination; provided, however, such shares shall cease to be Registrable Securities at such time as they are sold by a person in a transaction in which his rights under this Agreement are not properly assigned; provided further that such shares shall cease to be Registrable Securities when such shares become eligible for sale pursuant to Rule 144.

(b)       Incidental Registration. If the Company at any time proposes to register any of its common stock under the Securities Act for sale to the public for its own account

-1-

(except with respect to registration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to each of the Stockholders of its intention to do so. In addition, if on or after the date of this Agreement the Company has an effective registration statement with respect to its common stock, it will give notice of such effective registration statement to each of the Stockholders that such registration statement is effective. Upon the written request of any of the Stockholders, given within ten (10) days after receipt of any such notice, to register any of the Stockholder’s Registrable Securities (which request must state the intended method of disposition thereof), the Company will use its commercially reasonable efforts (as set forth in Section 1.1(c)) to cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Stockholders (in accordance with its written request) of such Registrable Securities so registered; provided, however, that the Company is not required to include Registrable Securities in the securities to be registered pursuant to a registration statement on Form SB-1 (or any other form which limits the amount of securities which may be registered by the issuer and/or selling security holders) if, and to the extent, that such inclusion would make the use of such form unavailable, so long as no other shares are to be included in the securities to be registered pursuant to the registration statement for the account of any person other than the Company. If any registration pursuant to this Section 1.1 is, in whole or in part, an underwritten public offering of common stock, any request by a Stockholder pursuant to this Section 1.1 to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of common stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 1.1, if there is a firm commitment underwritten offering of securities of the Company pursuant to a registration statement covering Registrable Securities and a Stockholder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, the Stockholder will refrain from selling such Registrable Securities during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Stockholder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of such registration statement.

(c)      Registration Procedures and Expenses. If and whenever the Company is required by the provisions of Section 1.1(b) hereof to use its commercially reasonable efforts to effect the registration of any of Registrable Securities under the Securities Act, the Company will, as expeditiously as possible:

(i)       prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);

(ii)      prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period of the distribution contemplated thereby (determined as hereinafter provided) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such

-2-

registration statement in accordance with the Stockholders’ intended method of disposition set forth in such registration statement for such period;

(iii)     furnish to each Stockholder and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such registration statement;

(iv)     use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Stockholders or, in the case of an underwritten public offering, the managing underwriter, may reasonably request;

(v)      immediately notify each Stockholder and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(vi)     use its commercially reasonable efforts (if the offering is underwritten) to furnish, at the request of a Stockholder, on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (A) an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such registration statement has become effective under the Securities Act and that (i) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (ii) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and that such counsel does not believe that any such registration statement, prospectus, amendment or supplement contains a misstatement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements made therein not misleading (except that such counsel need express no opinion as to financial statements or financial or statistical data contained therein) and (iii) to such other effects as may reasonably be requested by counsel for the underwriters, and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the Company’s financial statements included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter will additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters may reasonably request; and

(vii)    make available for inspection by the Stockholders, any underwriter participating in any distribution pursuant to such registration statement, and any attorney,

-3-

accountant or other agent retained by a Stockholder or such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by a Stockholder or such underwriter, attorney, accountant or agent in connection with such registration statement.

For purposes of paragraphs (i) and (ii) above, the period of distribution of Registrable Securities in a firm commitment underwritten public offering is deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration is deemed to extend until the sale of all Registrable Securities covered thereby.

In connection with each registration hereunder, each Stockholder will furnish to the Company in writing such information with respect to itself and the proposed distribution by it as may be reasonably necessary in order to assure compliance with federal and applicable state securities laws. Reasonable compliance with the obligation to furnish such information is a condition to the rights afforded to Stockholders hereunder.

If any registration statement is an underwritten public offering, the right of each Stockholder to registration pursuant to this Agreement shall be conditioned upon such Stockholder participating in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The Stockholders and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Stockholders) would materially adversely effect such offering, the number of Registrable Securities to be registered, together with the number of shares of common stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Registrable Securities proposed to be sold by a Stockholder as compared to the number of shares proposed to be sold by all shareholders electing to participate therein (including any other Stockholder), prior to reducing in any way the amount of the Company’s securities being sold for its own account. If a Stockholder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

The Company shall have the right to terminate or withdraw any registration initiated by it under Section 1.1(b) of this Agreement prior to the effectiveness of such registration whether or not a Stockholder has elected to include securities in such registration.

(d)      Expenses. All expenses incurred by the Company in complying with Section 1.1(b) hereof, including, without limitation, all registration and filing fees for shares being

-4-

registered for sale by the Company, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and disbursements of counsel for the Company in connection with registration under state securities laws, fees of the applicable stock market, transfer taxes, fees of transfer agents and registrars, and costs of insurance (if any), shall be borne by the Company. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to pay any underwriting fees, discounts or selling commissions applicable to the sale of Registrable Securities.

(e)      Changes in common stock. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment will be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby will continue with respect to the Registrable Securities as so changed.

ARTICLE 2

INDEMNIFICATION

2.1       Indemnification by Company. To the extent permitted by law, the Company will indemnify each Stockholder, each of their officers and directors and partners, and each person controlling any Stockholder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such expenses, claims, losses, damages or liabilities arise out of or are based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other similar document, or any amendment or supplement thereto, incidental to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each Stockholder, each of their officers and directors and partners, and each person controlling any Stockholder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability, expense or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, expense or action arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by a holder of Registrable Securities, such controlling person or such underwriter specifically for use therein; provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, expense or action arises

-5-

out of or is based on a Stockholder’s failure to provide a prospective transferee with a current copy of the registration statement or prospectus and such registration statement or prospectus would have cured the defect giving rise to such claim, loss, damage, liability, expense or action. Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed with the Commission pursuant to the applicable rules of the Commission or in any supplement or addendum thereto, the indemnity agreement herein shall not inure to the benefit of any underwriter if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the loss, liability, claim, damage, expense or action at or prior to the time such furnishing is required by the Securities Act.

2.2       Indemnification by Stockholders. To the extent permitted by law, each Stockholder will, if securities held by such Stockholder are included in the securities as to which such registration, qualification or compliance is being effected pursuant to terms hereof, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other person selling the Company’s securities covered by such registration statement, each of such person’s officers and directors and each person controlling such persons within the meaning of Section 15 of the Securities Act, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or such Stockholder’s failure to provide a prospective transferee with a current copy of the registration statement or prospectus which registration statement or prospectus would have cured to the defect giving rise to such claim, loss, damage, liability or expense, or any violation by a holder of Registrable Securities of any rule or regulation promulgated under the Securities Act applicable to such Stockholder and relating to action or inaction required of such Stockholder in connection with any such registration, qualification or compliance, and will reimburse the Company, such other persons, such directors, officers, persons, underwriters or control persons for any legal or other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Stockholder specifically for use therein; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the Stockholder’s consent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, each Stockholder’s liability under this subsection (b) shall be limited to an amount equal to the net proceeds from the sale of the shares sold by the Stockholder, unless such liability arises out of or is based on willful conduct by the Stockholder. In addition, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement

-6-

becomes effective or in the final prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto, the indemnity agreement herein shall not inure to the benefit of the Company or any underwriter if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing by the Company or such underwriter is required by the Securities Act.

2.3       Indemnification Procedures. Notwithstanding the foregoing Sections 2.1 and 2.2, each party entitled to indemnification under this Section (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with the defenses of the Indemnified Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party shall consent to entry of any judgment or enter into any settlement without the consent of each Indemnifying Party.

2.4       Contribution. If the indemnification provided for in this Article 2 is unavailable to or insufficient to hold harmless the Indemnified Party in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and all shareholders offering securities in the offering (the “Selling Security Holders”) on the other from the offering of the Company’s securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Selling Security Holders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Selling Security Holders on the other shall be the net proceeds from the offering (before deducting expenses) received by the Company on the one hand and the Selling Security Holders on the other. The relative fault of the Company on the one hand and the Selling Security Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Selling Security Holders and the parties’ relevant intent, knowledge, access to information and opportunity to correct or prevent

-7-

such statement or omission. The Company and the Selling Security Holders agree that it would not be just and equitable if contribution pursuant to this Section were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions hereof. Notwithstanding the provisions of this Article, no Selling Security Holder shall be required to contribute any amount or make any other payments under this Agreement which in the aggregate exceed the proceeds received by such Selling Shareholder. No person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE 3

MISCELLANEOUS

3.1       Notices. Any offer or notice made or given pursuant to this Agreement shall be deemed sufficiently made or given upon delivery in person addressed to the recipient thereof or upon the expiration of seven days after the date of posting, if mailed by registered or certified first class mail, postage prepaid, return receipt requested, to the parties at the following addresses:

To the Company: Cornerworld Corporation

Attn: Scott Beck

12222 Merit Drive

Suite 120

Dallas, Texas 75251

Phone: (469) 828-4277

With a copy which shall

Not constitute notice to: Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Attn: Richard A. Friedman, Esq.

Phone: (212) 930-9700

Fax: (212) 930-9725

To Stockholders: c/o Internet University, Inc.

12404 Park Central Drive

Suite 400

Dallas, Texas 75251

With a copy which shall

Not constitute notice to: Baker & McKenzie LLP

2300 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas 75201

Attn: Ted S. Schweinfurth, Esq.

-8-

Any party hereto may change its address for purposes of this Agreement by giving notice to the other parties at the address and in the manner provided above.

3.2       Governing Law. This Agreement has been executed and delivered in the State of Texas, and the validity and effect of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

3.3       Partial Invalidity. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any term of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof and all such remaining terms shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision that will implement the commercial purpose of the illegal, invalid or unenforceable provision.

3.4       Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

3.5.      Amendment. This Agreement may, except as otherwise expressly provided herein, be modified or amended by an instrument in writing signed by or on behalf of the Company and the holders of a majority of the Registrable Securities as of that date.

3.6       Further Documents and Actions. The parties shall take such further actions and execute and deliver such further documents as may be necessary or convenient from time to time to more effectively carry out the intent and purposes of this Agreement and to establish and protect the rights and remedies created or intended to be created hereunder.

3.7       Headings. The headings as to the contents of particular sections of this Agreement are inserted only for convenience and shall not be construed as a part of this Agreement nor as a limitation on the scope of any of the terms or provisions of this Agreement.

3.8       Gender. Where the context requires, the use of the singular form herein shall include the plural, the use of the plural shall include the singular, and the use of any gender shall include any and all genders.

3.9       Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

-9-

3.10     Entire Agreement. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, and any such agreements are hereby terminated. This Agreement contains the sole and entire agreement between the parties with respect to the matters covered hereby.

[Signature page follows.]

-10-

IN WITNESS WHEREOF, the parties have executed or caused this Registration Rights Agreement to be executed under seal as of the day and year first above written.

CORNERWORLD CORPORATION

By: ____________________________

Name: ____________________________

Title: ____________________________

INTERNET UNIVERSITY, INC.

By: ____________________________

Name: ____________________________

Title: ____________________________

MARC BLUMBERG

_________________________________

MARC PICKREN

_________________________________

-11-

EX-10

Exhibit 10.3

PROMISSORY NOTE

$____________________ Dallas, Texas

August 27, 2008

FOR VALUE RECEIVED, CORNERWORLD CORPORATION, a Nevada corporation, as maker, having its principal place of business at 12222 Merit Drive, Suite 120, Dallas, Texas 75251 (“Borrower”), hereby unconditionally promises to pay to the order of ____________________________________, as payee, having an address at ____________________________________ (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of ______________________________________________ DOLLARS ($__________________) (the “Principal Sum”), in lawful money of the United States of America with interest thereon to be computed from the date of this Promissory Note (this “Note”) at the Applicable Interest Rate (defined below) in accordance with the terms of this Note.

ARTICLE I

PAYMENT TERMS

Borrower agrees to pay the Principal Sum and all accrued and unpaid interest thereon in installments as follows:

(a)within thirty (30) days of the end of each fiscal quarter of Enversa Companies LLC, a Texas limited liability company (“Enversa”), in which the Enversa EBITDA (as defined in that certain Share Exchange Agreement and Plan of Merger of even date herewith by and among Borrower, Enversa, Leadstream, LLC, Lender and the other members of Leadstream, LLC (the “Plan of Merger”)) is greater than $150,000, Lender and the other Leadstream Members (as defined in the Plan of Merger) shall receive 40% of such EBITDA (each such payment date, a “Payment Date”);

(b)       the remaining unpaid Principal Sum and all accrued and unpaid interest thereon shall be due and payable in full on the earliest to occur of: (i) the date on which Marc Blumberg (or his replacement as the designee of the Primary Leadstream Member (as defined in the Plan of Merger) to the board of directors of Borrower) is removed from the board of directors of Borrower prior to the payment in full of all such amounts; (ii) the date which is at least 18 months following the date hereof on which Borrower’s consolidated aggregate EBITDA for the 3 consecutive months preceding such date is less than $500,000; or (iii) the date on which there is a change of control of Enversa or Enversa is merged with or into an affiliate of Borrower without the consent of Lender (any such date, the “Maturity Date”).

This Note is part of a series of three Notes issued to the former members of Leadstream, LLC in the aggregate principal amount of $1,500,000 (individually, an “Acquisition Note” and collectively, the “Acquisition Notes”). Notwithstanding anything to the contrary herein, any and all payments under each Acquisition Note of even date herewith executed by Borrower in favor of any Leadstream Member shall be made pro rata on the basis of the unpaid

Principal Sum of each respective Acquisition Note compared to the aggregate unpaid Principal Sum of all Acquisition Notes.

All payments made hereunder shall first be credited toward interest and, after the payment of all accrued interest, shall reduce the remaining Principal Sum.

ARTICLE II

INTEREST

The interest rate on this Note (the “Applicable Interest Rate”) shall be 4.58% per annum. Interest on the Principal Sum of this Note shall be calculated by multiplying (i) the actual number of days elapsed in the period for which the calculation is being made by (ii) a daily rate based on a three hundred sixty (360) day year (that is, the then Applicable Interest Rate or the Default Rate, as then applicable, divided by 360) by (iii) the outstanding principal balance.

ARTICLE III

DEFAULT AND ACCELERATION

Borrower covenants and agrees that if (a) any payment required hereunder (other than the payment due on the Maturity Date) is not paid on the date due, or (b) the entire Debt (defined below) is not paid on or before the Maturity Date or (c) any other breach or default under this Note shall occur, then at the option of Lender (i) the whole of the Principal Sum of this Note, (ii) interest, default interest, late charges and other sums, as provided in this Note and the Pledge Agreement of even date herewith between Borrower and Lender (the “Pledge Agreement”), (iii) all other monies agreed or provided to be paid by Borrower in this Note or the Pledge Agreement, (iv) all sums advanced pursuant to the Pledge Agreement to protect and preserve any Collateral (as defined in the Pledge Agreement) and the lien and the security interest created by the Pledge Agreement, and (v) all sums advanced and costs and expenses incurred by Lender in connection with the Debt or any part thereof, any renewal, extension or change of or substitution for the Debt or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Borrower or Lender (all the sums referred to in (i) through (v) above shall collectively be referred to as the “Debt”) shall without notice become immediately due and payable. Whenever any payment to be made under this Note or the Pledge Agreement shall be stated to be due on a day which is not a business day, the due date thereof shall be the business day immediately preceding such day.

ARTICLE IV

DEFAULT INTEREST

Borrower agrees that upon the occurrence of a breach or default under the Note, Lender shall be entitled to receive and Borrower shall pay interest on the entire unpaid Principal Sum at a per annum rate equal to the lesser of (a) five percent (5%)plus the then Applicable Interest Rate or (b) the maximum interest rate which Borrower may by law pay (the “Default Rate”). The Default Rate shall be computed from the occurrence of the applicable breach or

-2-

default (without regard to any notice or grace period) until the earlier of the date upon which the breach or default is cured or the date upon which the Debt is paid in full. Interest calculated at the Default Rate shall be deemed part of the Debt and shall be deemed secured by the Pledge Agreement. This clause, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any breach or default.

ARTICLE V

LATE CHARGE

If any installment payable under this Note is not paid when due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law to defray the expenses incurred by Lender in handling and processing the delinquent payment and to compensate Lender for the loss of the use of the delinquent payment and the amount shall be secured by the Pledge Agreement. This clause, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any breach or default.

ARTICLE VI

PREPAYMENT

(a)       The principal balance of this Note may be prepaid in whole or in part, without premium or penalty, at any time and from time to time.

(b)       In each instance of prepayment permitted or required under this Article VI, no principal amount repaid may be reborrowed.

ARTICLE VII

SECURITY

This Note is secured by that certain Pledge Agreement.

ARTICLE VIII

LOAN CHARGES

Notwithstanding any provision of this Note or the Pledge Agreement to the contrary, this Note and the Pledge Agreement are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance due hereunder at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the maximum interest rate which Borrower is permitted by applicable law to contract or agree to pay. If by the terms of this Note or the Pledge Agreement, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of such maximum rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be

-3-

deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the Debt, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate of interest from time to time in effect and applicable to the Debt for so long as the Debt is outstanding.

ARTICLE IX

WAIVERS

Borrower and all others who may become liable for the payment of all or any part of the Debt do hereby severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest and non-payment and all other notices of any kind, except for notices expressly provided for in this Note or the Pledge Agreement. No release of any security for the Debt or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note or the Pledge Agreement made by agreement between Lender or any other person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any other person or entity who may become liable for the payment of all or any part of the Debt, under this Note or the Pledge Agreement. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note or the Pledge Agreement. If Borrower is a partnership, corporation or limited liability company, the agreements contained herein shall remain in full force and effect, notwithstanding any changes in the individuals or entities comprising the Borrower, and the term “Borrower,” as used herein, shall include any alternate or successor entity, but any predecessor entity, and its partners or members, as the case may be, shall not thereby be released from any liability. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in Borrower which may be set forth in the Pledge Agreement.)

ARTICLE X

WAIVER OF TRIAL BY JURY

BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THIS NOTE, THIS NOTE, THE PLEDGE AGREEMENT OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, PARTNERS OR AGENTS IN CONNECTION THEREWITH.

-4-

ARTICLE XI

AUTHORITY

Borrower (and the undersigned representative of Borrower, if any) represents that Borrower has full power, authority and legal right to execute and deliver this Note and the Pledge Agreement and that this Note and the Pledge Agreement constitute valid and binding obligations of Borrower.

ARTICLE XII

GOVERNING LAW

This Note shall be governed, construed, applied and enforced in accordance with the laws of the State of Texas.

ARTICLE XIII

NOTICES

All notices required or permitted hereunder shall be given as provided in the Pledge Agreement.

ARTICLE XIV

INCORPORATION BY REFERENCE

All of the terms, covenants and conditions contained in the Pledge Agreement are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein.

ARTICLE XV

MISCELLANEOUS

(a)       Wherever pursuant to this Note it is provided that Borrower pay any costs and expenses, such costs and expenses shall include, but not be limited to, reasonable legal fees and disbursements of Lender. Borrower shall pay to Lender on demand any and all expenses, including legal expenses and reasonable attorneys’ fees, incurred or paid by Lender in enforcing this Note, whether or not any legal proceeding is commenced hereunder, together with interest thereon at the Default Rate from the date paid or incurred by Lender until such expenses are paid by Borrower.

(b)       This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

-5-

(c)       Whenever used, the singular number shall include the plural, the plural number shall include the singular, and the words “Lender” and “Borrower” shall include their respective successors, assigns, heirs, executors and administrators.

[Signature page follows.]

-6-

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above written.

CORNERWORLD CORPORATION

By: ____________________________

Name: ____________________________

Title: ____________________________