0001161697-11-000834.txt : 20110912 0001161697-11-000834.hdr.sgml : 20110912 20110909175422 ACCESSION NUMBER: 0001161697-11-000834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20110906 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110912 DATE AS OF CHANGE: 20110909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cornerworld Corp CENTRAL INDEX KEY: 0001338242 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 980441869 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54419 FILM NUMBER: 111084463 BUSINESS ADDRESS: STREET 1: 13101 PRESTON ROAD STREET 2: SUITE 100 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (888) 837-3910 MAIL ADDRESS: STREET 1: 13101 PRESTON ROAD STREET 2: SUITE 100 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: CornerWorld Corp DATE OF NAME CHANGE: 20070530 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC WEDDINGS INTERNATIONAL INC DATE OF NAME CHANGE: 20050908 8-K 1 form_8-k.htm FORM 8-K FOR 09-06-2011

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): September 6, 2011

CORNERWORLD CORPORATION

(Exact name of registrant as specified in its charter)


Nevada	333-128614	98-0441869
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

13010 Preston Road, Suite 100

Dallas, Texas 75240

(Address of principal executive offices) (zip code)

(888) 837-3910

(Registrant’s telephone number, including area code)

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 Material Definitive Agreement.

On September 6, 2011, CornerWorld Corporation (the “Company”) entered into Amendment No. 2 (“IUH Amendment No. 2”) to its Promissory Note with IU Holdings LP (the “IUH Note”) dated March 30, 2011. IUH Amendment No. 2 revised the repayment schedule of the IUH Note such that principal payments were deferred by six months. They will resume on February 29, 2012 and continue through November 30, 2013, after which point the IUH Note will be paid in its entirety. In addition, the interest rate was lowered to 10% per annum but interest payment dates and other terms remained unchanged. A copy of IUH Amendment No. 2 is attached hereto as Exhibit 10.1 and incorporated by reference herein. IUH is a partnership whose limited partners include friends and family of the Company’s Chief Executive Officer.

On September 6, 2011, the Company entered into Amendment No. 4 (“IUI Amendment No. 4”) to its Promissory Note with IU Investments, LLC (the “IUI Note”) dated February 23, 2009. IUI Amendment No. 4 revised the repayment schedule of the IUI Note such that principal payments were deferred by six months. They will resume with a $191,919 balloon payment on February 29, 2012 and continue through March 31, 2016, after which the IUI Note will be paid in its entirety. In addition, the interest rate was lowered to 10% per annum but interest payment dates and other terms remained unchanged. A copy of IUI Amendment No. 4 is attached hereto as Exhibit 10.2 and incorporated by reference herein. A member of the Company’s Board of Director as well as one of the selling partners of Enversa is an employee of the parent of IU Investments, LLC.

On September 6, 2011, the Company entered into Amendment No. 3 to each of its Promissory Notes dated August 27, 2008 with Internet University, Inc, LLC (“IU Note Amendment 3”) Marc Blumberg (“Blumberg Note Amendment 3”) and Marc Pickren (“Pickren Note Amendment 3”) (IU Note Amendment 3, Blumberg Note Amendment 3 and Pickren Note Amendment 3 collectively the “Amendments). The Amendments lowered the interest rates on the IU Note, the Blumberg Note and the Pickren Note to 10% per annum but interest payment dates and other terms remained unchanged. Copies of IU Note Amendment 3, Blumberg Note Amendment 3 and Pickren Note Amendment 3 are attached hereto as Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, and incorporated by reference herein. Internet University, Inc. owns 14.0% of the Company’s currently outstanding common stock. Mr. Blumberg sits on the Company’s Board of Directors and owns 2.7% of the Company’s currently outstanding common stock. Mr. Pickren is the President of the Company and owns 3.9% of the Company’s currently outstanding common stock..

On September 6, 2011, the Company entered into Amendment No. 1 (“IU Amendment No. 1”) to its Promissory Note with Internet University, Inc. (the “IU Note”) dated March 30, 2011. IU Amendment No. 1 revised the repayment schedule of the IUI Note such that principal payments were deferred by six months. They will resume on February 29, 2012 and continue through October 31, 2012, after which the IU Note will be paid in its entirety. In addition, the interest rate was lowered to 10% per annum but interest payment dates and other terms remained unchanged. A copy of IUI Amendment No. 2 is attached hereto as Exhibit 10.6 and incorporated by reference herein. Internet University, Inc. owns 14.0% of the Company’s currently outstanding common stock.

On September 6, 2011, the Company entered into Amendment No. 1 (“Beck Amendment No. 1”) to its Promissory Note with Scott Beck (the “Beck Note”) dated March 30, 2011. Beck Amendment No. revised the repayment schedule of the Beck Note such that principal payments were deferred by six months. They will resume on February 29, 2012 and continue through March 31, 2014, after which point the Beck Note will be paid in its entirety. Interest payments and other terms remained unchanged. A copy of Beck Amendment No. 1 is attached hereto as Exhibit 10.7 and incorporated by reference herein. Mr. Beck is the Company’s Chairman and Chief Executive Officer and owns 19.6% of the Company’s currently outstanding common stock.

On September 6, 2011, the Company entered into Amendment No. 1 (“Larabee Amendment No. 1”) to its Promissory Note with Kelly Larabee Morlan (the “Larabee Note”) dated March 30, 2011. Larabee Amendment No. revised the repayment schedule of the Larabee Note such that principal payments were deferred by six months. They will resume on February 29, 2012 and continue through September 30, 2012, after which point the Larabee Note will be paid in its entirety. Interest payments and other terms remained unchanged. A copy of Larabee Amendment No. 1 is attached hereto as Exhibit 10.8 and incorporated by reference herein. Ms. Morlan is the Company’s secretary.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description
10.1		Amendment No. 2 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and IU Holdings, LP
10.2		Amendment No. 4 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and IU Investments, LLC
10.3		Amendment No. 3 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and Internet University, Inc.
10.4		Amendment No. 3 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and Marc Blumberg
10.5		Amendment No. 3 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and Marc Pickren
10.6		Amendment No. 1 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and Internet University, Inc.
10.7		Amendment No. 1 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and Scott Beck
10.8		Amendment No. 1 to Promissory Note dated as of September 6, 2011 between CornerWorld Corporation and Kelly Larabee Morlan

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 9, 2011	By:	/s/ V. Chase McCrea III V. Chase McCrea III Chief Financial Officer

EX-10 2 ex_10-1.htm AMENDMENT 2 TO PROMISSORY NOTE - IU HOLDINGS

Exhibit 10.1

The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign – Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”), MARC BLUMBERG (“Blumberg”, and the person identified as “Lender” below), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), and INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), as defined as to all in the Subordination Agreement. Lender, together with the other Tier 4 Junior Lenders, is senior to the loan and security interest of the Tier 5 Junior Lender, Ned B. Timmer (“Tier 6 Junior Lender”), and Scott N. Beck (“Tier 7 Junior Lender”). The Tier 5 Junior Lender, the Tier 6 Junior Lender and the Tier 7 Junior Lender are signatories to the Subordination Agreement, too. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.

AMENDMENT NO. 2 TO PROMISSORY NOTE

AMENDMENT NO. 2 TO PROMISSORY NOTE, dated as of September 6, 2011 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) IU Holdings, LP (the “Lender”).

WITNESSETH:

WHEREAS, on March 30, 2011, the Borrower issued to the Lender its Promissory Note dated March 30, 2011, executed by the Borrower and payable to the order of the Lender in the original principal amount of $1,500,000 (the “Original Note,” and, as heretofore amended, as amended by this Amendment No. 2, and as the same may hereafter be amended from time to time, the “Promissory Note”).

WHEREAS, on June 1, 2011, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, and notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree as follows:

1. Schedule A attached to the Promissory Note shall be and hereby is amended and restated in its entirety to read as set forth on Schedule A attached to this Amendment.

2. Principal of this Promissory Note shall bear interest until payment in full at the rate of 10% per annum until payment in full of the principal sum of this Promissory Note. Interest shall be computed on the basis of a three hundred sixty-five (365) day year and actual days elapsed. Accrued interest is due and payable on the last calendar day of each month computed based on the entire outstanding principle.


	3.	The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:

“This Note has been amended by Amendment No. 2 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Note and “Borrower” defined therein, and IU Holdings, LP, as the then holder of this Note and “Lender” defined therein (“Amendment No. 2”), the provisions of which are incorporated by reference for all purposes of this Note, and each holder of this Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 2.”

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1 to be stapled or otherwise firmly affixed to the Original Note, and (b) to furnish a copy of the Original Note, with such legends so inserted and with such counterparts or copies of Amendment No. 2 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.


	4.	All of the terms and provisions of the Original Note, as amended by this Amendment No. 2, remain in full force and effect. The Borrower hereby agrees that the amendments herein contained shall in no manner affect or impair the indebtedness evidenced by the Promissory Note, the obligation of the Borrower to make payment of the principal of and interest on the indebtedness evidenced by the Promissory Note in strict accordance with the face and tenor of the Promissory Note, or any of the liens or security interests securing such payment and performance.

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


	/s/ Scott N. Beck
	By: Scott N. Beck
	CORNERWORLD CORPORATION
	Its: Chief Executive Officer

	LENDER:

	IU HOLDING, LP

	/s/ Rosemary Papa
	By: IU Holdings, GP, Inc.
	Its: General Partner

Schedule A


Scheduled Payment Date	Amount

February 29, 2012	$187,500
May 31, 2012	$187,500
August 31, 2012	$187,500
November 30, 2012	$187,500
February 28, 2013	$187,500
May 31, 2013	$187,500
August 31, 2013	$187,500
November 30, 2013	$187,500

EX-10 3 ex_10-2.htm AMENDMENT 4 TO PROMISSORY NOTE - IU INVESTMENTS

Exhibit 10.2

The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign – Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), and the party identified as “Lender” below, as defined as to all in the Subordination Agreement. Lender is senior to each loan and security interest of the Tier 4 Junior Lenders, the Tier 5 Junior Lender, Ned B. Timmer (“Tier 6 Junior Lender”), and Scott N. Beck (“Tier 7 Junior Lender”). The Tier 5 Junior Lender, the Tier 6 Junior Lender and the Tier 7 Junior Lender are signatories to the Subordination Agreement, too. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.

AMENDMENT NO. 4 TO PROMISSORY NOTE

AMENDMENT NO. 4 TO PROMISSORY NOTE, dated as of September 6, 2011 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) IU INVESTMENTS, LLC (the “Lender”).

WITNESSETH:

WHEREAS, on February 23, 2009, the Borrower issued to the Lender its Promissory Note dated February 23, 2009, executed by the Borrower and payable to the order of the Lender in the original principal amount of $1,900,000 (the “Original Note,” and, as heretofore amended, as amended by this Amendment, and as the same may hereafter be amended from time to time, the “Promissory Note”).

WHEREAS, on or about December 1, 2009, the Borrower and the Lender executed a waiver (the “Waiver”) pursuant to which the Lender agreed to waive, during the period from December 1, 2009 through February 28, 2010, their rights and remedies under the Promissory Note.

WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 to Promissory Note (“Amendment No. 1”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, on May 14, 2010, the Borrower and the Lender executed Amendment No. 2 to Promissory Note (“Amendment No. 2”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, on March 30, 2011, the Borrower and the Lender executed Amendment No. 2 to Promissory Note (“Amendment No. 3”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

1. Schedule A attached to the Promissory Note shall be and hereby is amended and restated in its entirety to read as set forth on Schedule A attached to this Amendment.

2. The Applicable Interest Rate shall be 10% 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 of the Default Rate, as then applicable, divided by 360) by (iii) the outstanding principal balance.


	3.	The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:

“This Promissory Note has been amended by Amendment No. 4 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Promissory Note and “Borrower” defined therein, and IU Investments, LLC, as the then holder of this Promissory Note and “Lender” defined therein (“Amendment No. 4”), the provisions of which are incorporated by reference for all purposes of this Promissory Note, and each holder of this Promissory Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 4.”, subject to the provisions of the Subordination Agreement dated September 6, 2011.

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment to be stapled or otherwise firmly affixed to the Promissory Note, and (b) to furnish a copy of the Promissory Note, with such legends so inserted and with such counterparts or copies of Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.

All of the terms and provisions of the Original Note, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and as further amended by this Amendment, remain in full force and effect. The Borrower hereby agrees that the amendments herein contained shall in no manner affect or impair the indebtedness evidenced by the Promissory Note, the obligation of the Borrower to make payment of the principal of and interest on the indebtedness evidenced by the Promissory Note in strict accordance with the face and tenor of the Promissory Note, or any of the liens or security interests securing such payment and performance.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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


	CORNERWORLD CORPORATION


	/s/ Scott N. Beck
	By: Scott N. Beck
	Its: Chief Executive Officer


	IU INVESTMENTS, LLC

	/s/ Doug Levy
	By: Doug Levy
	Its: Sole Manager

Schedule A


Scheduled Payment Date	Amount

April 15, 2009	$145,000
May 15, 2009	$145,000
June 15, 2009	$145,000
July 15, 2009	$145,000
August 15, 2009	$145,000
September 15, 2009	$145,000
October 15, 2009	$145,000
November 15, 2009	$145,000
March 25, 2010	$25,000
April 25, 2010	$50,000
March 31, 2011	$27,417
April 30, 2011	$27,417
May 31, 2011	$27,417
June 30, 2011	$27,417
July 31, 2011	$27,417
February 29, 2012	$191,919
March 31, 2012	$67,200
March 31, 2013	$67,200
March 31, 2014	$67,200
March 31, 2015	$67,200
March 31, 2016	$67,200

EX-10 4 ex_10-3.htm AMENDMENT 3 TO PROMISSORY NOTE - INTERNET UNIVERSITY

Exhibit 10.3

The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign – Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”, and the party identified as “Lender” below), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), and INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), as defined as to all in the Subordination Agreement. Lender, together with the other Tier 4 Junior Lenders, is senior to the loan and security interest of the Tier 5 Junior Lender, Ned B. Timmer (“Tier 6 Junior Lender”), and Scott N. Beck (“Tier 7 Junior Lender”). The Tier 5 Junior Lender, the Tier 6 Junior Lender and the Tier 7 Junior Lender are signatories to the Subordination Agreement, too. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.

AMENDMENT NO. 3 TO PROMISSORY NOTE

AMENDMENT NO. 3 TO PROMISSORY NOTE (the “Promissory Note”), dated as of September 6, 2011 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and INTERNET UNIVERSITY, INC. (“Lender”).

WITNESSETH:

WHEREAS, on August 27, 2008, the Borrower and the Lender thereto entered into the Promissory Note dated as of August 27, 2008 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, on March 30, 2011, the Borrower and the Lender executed Amendment No. 2 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to the following:


	1.	The Applicable Interest Rate shall be 10% per annum. Interest on the Principal Sum of this Promissory 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 of the Default Rate, as then applicable, divided by 360) by (iii) the outstanding principal balance.


	2.	The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:

“This Promissory Note has been amended by Amendment No. 3 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Promissory Note and “Borrower” defined therein, and Internet University, Inc., as the then holder of this Promissory Note and “Lender” defined therein (“Amendment No. 3”), the provisions of which are incorporated by reference for all purposes of this Promissory Note, and each holder of this Promissory Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 3.”, subject to the provisions of the Subordination Agreement dated September 6, 2011.

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1, Amendment No. 2 and this Amendment to be stapled or otherwise firmly affixed to the Promissory Note, and (b) to furnish a copy of the Promissory Note, with such legends so inserted and with such counterparts or copies of Amendment No. 1, and this Amendment so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.

All of the terms and provisions of the Promissory Note, as amended by Amendment No. 1, Amendment No. 2 and as further amended by this Amendment, remain in full force and effect. The Borrower hereby agrees that the amendments herein contained shall in no manner affect or impair the indebtedness evidenced by the Promissory Note, the obligation of the Borrower to make payment of the principal of and interest on the indebtedness evidenced by the Promissory Note in strict accordance with the face and tenor of the Promissory Note, or any of the liens or security interests securing such payment and performance.

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


	/s/ Scott N. Beck
	By: Scott N. Beck
	CORNERWORLD CORPORATION
	Its: Chief Executive Officer


	/s/ Doug Levy
	By: Doug Levy
	INTERNET UNIVERSITY, INC.
	Its: Chief Executive Officer

EX-10 5 ex_10-4.htm AMENDMENT 3 TO PROMISSORY NOTE - MARC BLUMBERG

Exhibit 10.4

AMENDMENT NO. 3 TO PROMISSORY NOTE

AMENDMENT NO. 3 TO PROMISSORY NOTE (the “Note”), dated as of September 6, 2011 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and MARC BLUMBERG (“Lender”).

WITNESSETH:

WHEREAS, on August 27, 2008, the Borrower and the Lender thereto entered into the Promissory Note dated as of August 27, 2008 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Note.

WHEREAS, on March 30, 2011, the Borrower and the Lender executed Amendment No. 2 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.


	1.	The Applicable Interest Rate shall be 10% 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 of the Default Rate, as then applicable, divided by 360) by (iii) the outstanding principal balance.


	2.	The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:

“This Promissory Note has been amended by Amendment No. 3 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Promissory Note and “Borrower” defined therein, and Marc Blumberg, as the then holder of this Promissory Note and “Lender” defined therein (“Amendment No. 3”), the provisions of which are incorporated by reference for all purposes of this Promissory Note, and each holder of this Promissory Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 3.”, subject to the provisions of the Subordination Agreement dated September 6, 2011.

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1, Amendment 2 and this Amendment to be stapled or otherwise firmly affixed to the Promissory Note, and (b) to furnish a copy of the Promissory Note, with such legends so inserted and with such counterparts or copies of Amendment No. 1, and this Amendment so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.

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


	/s/ Scott N. Beck
	By: Scott N. Beck
	CORNERWORLD CORPORATION
	Its: Chief Executive Officer


	/s/ Marc Blumberg
	By: Marc Blumberg

EX-10 6 ex_10-5.htm AMENDMENT 3 TO PROMISSORY NOTE - MARC PICKREN

Exhibit 10.5

The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign – Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and the party identified as “Lender” below, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), and INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), as defined as to all in the Subordination Agreement. Lender, together with the other Tier 4 Junior Lenders, is senior to the loan and security interest of the Tier 5 Junior Lender, Ned B. Timmer (“Tier 6 Junior Lender”), and Scott N. Beck (“Tier 7 Junior Lender”). The Tier 5 Junior Lender, the Tier 6 Junior Lender and the Tier 7 Junior Lender are signatories to the Subordination Agreement, too. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.

AMENDMENT NO. 3 TO PROMISSORY NOTE

WITNESSETH:

WHEREAS, on August 27, 2008, the Borrower and the Lender thereto entered into the Promissory Note dated as of August 27, 2008 (as it may be amended from time to time, the “Promissory Note”).

WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Note.

WHEREAS, on March 30, 2011, the Borrower and the Lender executed Amendment No. 2 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.


	1.	The Applicable Interest Rate shall be 10% 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 of the Default Rate, as then applicable, divided by 360) by (iii) the outstanding principal balance.


	2.	The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:

“This Promissory Note has been amended by Amendment No. 3 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Promissory Note and “Borrower” defined therein, and Marc A. Pickren, as the then holder of this Promissory Note and “Lender” defined therein (“Amendment No. 3”), the provisions of which are incorporated by reference for all purposes of this Promissory Note, and each holder of this Promissory Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 3.”, subject to the provisions of the Subordination Agreement dated September 6, 2011.

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


	/s/ Scott N. Beck
	By: Scott N. Beck
	CORNERWORLD CORPORATION
	Its: Chief Executive Officer


	/s/ Marc Pickren
	By: Marc A. Pickren

EX-10 7 ex_10-6.htm AMENDMENT 1 TO PROMISSORY NOTE - INTERNET UNIVERSITY

Exhibit 10.6

The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign - Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), NED B. TIMMER (“Tier 6 Junior Lender” or “Timmer”), and the party identified as “Lender” below (“Tier 7 Junior Lender”), as defined as to all in the Subordination Agreement. Lender’s loan and security interest has no seniority over any of the above. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE, dated as of September 6, 2011 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) Internet University, Inc. (the “Lender”).

WITNESSETH:

WHEREAS, on March 30, 2011, the Borrower issued to the Lender its Promissory Note dated March 30, 2011, executed by the Borrower and payable to the order of the Lender in the original principal amount of $400,000 (the “Original Note,” and, as heretofore amended, as amended by this Amendment No. 1, and as the same may hereafter be amended from time to time, the “Promissory Note”).

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

1. Schedule A attached to the Promissory Note shall be and hereby is amended and restated in its entirety to read as set forth on Schedule A attached to this Amendment.

2. The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:

“This Note has been amended by Amendment No. 1 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Note and “Borrower” defined therein, and Internet University, Inc., as the then holder of this Note and “Lender” defined therein (“Amendment No. 1”), the provisions of which are incorporated by reference for all purposes of this Note, and each holder of this Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 1.”

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1 to be stapled or otherwise firmly affixed to the Original Note, and (b) to furnish a copy of the Original Note, with such legends so inserted and with such counterparts or copies of Amendment No. 1 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.

3. All of the terms and provisions of the Original Note, as amended by this Amendment No. 1, remain in full force and effect. The Borrower hereby agrees that the amendments herein contained shall in no manner affect or impair the indebtedness evidenced by the Promissory Note, the obligation of the Borrower to make payment of the principal of and interest on the indebtedness evidenced by the Promissory Note in strict accordance with the face and tenor of the Promissory Note, or any of the liens or security interests securing such payment and performance.

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


	CORNERWORLD CORPORATION


	By: /s/ Scott N. Beck
	Name: Scott N. Beck
	Title: Chairman and Chief Executive Officer

	LENDER:

	INTERNET UNIVERSITY, INC


	By: /s/ Doug Levy
	Name: Doug Levy
	Title: CEO

Schedule A


Scheduled Payment Date	Amount

April 30, 2011	$25,000
May 31, 2011	$25,000
June 30, 2011	$25,000
July 31, 2011	$25,000
February 29, 2012	$25,000
March 31, 2012	$25,000
April 30, 2012	$25,000
May 31, 2012	$25,000
June 30, 2012	$25,000
July 31, 2012	$25,000
August 31, 2012	$25,000
September 30, 2012	$25,000
October 31, 2012	$100,000

EX-10 8 ex_10-7.htm AMENDMENT 1 TO PROMISSORY NOTE - SCOTT BECK

Exhibit 10.7

The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign - Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), NED B. TIMMER (“Tier 6 Junior Lender” or “Timmer”), and the party identified as “Lender” below (“Tier 7 Junior Lender”), as defined as to all in the Subordination Agreement. Lender’s loan and security interest has no seniority over any of the above. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE, dated as of September 6, 2011 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) Scott N. Beck (the “Lender”).

WITNESSETH:

WHEREAS, on March 30, 2011, the Borrower issued to the Lender its Promissory Note dated March 30, 2011, executed by the Borrower and payable to the order of the Lender in the original principal amount of $389,942 (the “Original Note,” and, as heretofore amended, as amended by this Amendment No. 1, and as the same may hereafter be amended from time to time, the “Promissory Note”).

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

1. Schedule A attached to the Promissory Note shall be and hereby is amended and restated in its entirety to read as set forth on Schedule A attached to this Amendment.

“This Note has been amended by Amendment No. 1 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Note and “Borrower” defined therein, and Scott Beck, as the then holder of this Note and “Lender” defined therein (“Amendment No. 1”), the provisions of which are incorporated by reference for all purposes of this Note, and each holder of this Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 1.”

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1 to be stapled or otherwise firmly affixed to the Original Note, and (b) to furnish a copy of the Original Note, with such legends so inserted and with such counterparts or copies of Amendment No. 1 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.

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

IN WITNESS WHEREOF, the parties hereto have duly executed this Note the day and year first above written.


	CORNERWORLD CORPORATION


	By: /s/ V. Chase McCrea III
	Name: V. Chase McCrea III
	Title: Chief Financial Officer

	Address: 13101 Preston Road Suite 100 Dallas, Texas 75240



	By: /s/ Scott N. Beck
	Name: Scott N. Beck
	An individual

Schedule A


Scheduled Payment Date	Amount

April 30, 2011	$12,746
May 31, 2011	$12,746
June 30, 2011	$12,746
July 31, 2011	$12,746
February 29, 2012	$12,746
March 31, 2012	$12,746
April 30, 2012	$12,746
May 31, 2012	$12,746
June 30, 2012	$12,746
July 31, 2012	$12,746
August 31, 2012	$12,746
September 30, 2012	$12,746
October 31, 2012	$12,746
November 30, 2012	$12,746
December 31, 2012	$12,746
January 31, 2013	$12,746
February 28, 2013	$12,746
March 31, 2013	$12,746
April 30, 2013	$12,746
May 31, 2013	$12,746
June 30, 2013	$12,746
July 31, 2013	$12,746
August 31, 2013	$12,746
September 30, 2013	$12,746
October 31, 2013	$12,746
November 30, 2013	$12,746
December 31, 2013	$12,746
January 31, 2014	$12,746
February 28, 2014	$12,746
March 31, 2014	$20,308

EX-10 9 ex_10-8.htm AMENDMENT 1 TO PROMISSORY NOTE - KELLY LARABEE MORLAN

Exhibit 10.8

AMENDMENT NO. 1 TO PROMISSORY NOTE

AMENDMENT NO. 1 TO PROMISSORY NOTE, dated as of September 6, 2011 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) Kelly Larabee Morlan (the “Lender”).

WITNESSETH:

WHEREAS, on March 30, 2011, the Borrower issued to the Lender its Promissory Note dated March 30, 2011, executed by the Borrower and payable to the order of the Lender in the original principal amount of $37,976 (the “Original Note,” and, as heretofore amended, as amended by this Amendment No. 1, and as the same may hereafter be amended from time to time, the “Promissory Note”).

WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.

1. Schedule A attached to the Promissory Note shall be and hereby is amended and restated in its entirety to read as set forth on Schedule A attached to this Amendment.

“This Note has been amended by Amendment No. 1 to Promissory Note dated as of September 6, 2011, between CornerWorld Corporation, as maker of this Note and “Borrower” defined therein, and Kelly Larabee Morlan, as the then holder of this Note and “Lender” defined therein (“Amendment No. 1”), the provisions of which are incorporated by reference for all purposes of this Note, and each holder of this Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 1.”

The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1 to be stapled or otherwise firmly affixed to the Original Note, and (b) to furnish a copy of the Original Note, with such legends so inserted and with such counterparts or copies of Amendment No. 1 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.

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

IN WITNESS WHEREOF, the parties hereto have duly executed this Note the day and year first above written.


	CORNERWORLD CORPORATION


	By: /s/ Scott N. Beck
	Name: Scott N. Beck
	Title: Chairman and Chief Executive Officer



	By: /s/ Kelly Larabee Morlan
	Name: Kelly Larabee Morlan
	An individual

Schedule A


Scheduled Payment Date	Amount

April 30, 2011	$3,165
May 31, 2011	$3,165
June 30, 2011	$3,165
July 31, 2011	$3,165
February 29, 2012	$3,165
March 31, 2012	$3,165
April 30, 2012	$3,165
May 31, 2012	$3,165
June 30, 2012	$3,165
July 31, 2012	$3,165
August 31, 2012	$3,165
September 30, 2012	$3,165