


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. 2 TO PROMISSORY NOTE




AMENDMENT NO. 2 TO PROMISSORY NOTE, dated as of February 3, 2012 (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. 2, and as the same
may hereafter be amended from time to time, the “Promissory Note”).




WHEREAS, on September 6, 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.         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:




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“This Note has been amended by Amendment No. 2 to Promissory Note dated as of
February 3, 2012, 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. 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. 2 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.




3.         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 can
be cash settled on the last calendar day of each month computed based on the
entire outstanding principle or may be accrued at Borrower’s choosing. Interest
shall accrue on any interest payments that are not cash settled at the rate of
10% per annum on the basis of a three hundred sixty-five (365) day year and
actual days elapsed until such time as the interest payment is cash settled. All
accrued interest payments shall mature on March 31, 2013.




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.




 

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




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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

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

$25,000

November 30, 2012

$25,000

December 31, 2012

$25,000

January 31, 2013

$25,000

February 28, 2013

$25,000

March 31, 2013

$25,000




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