SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER

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;

(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;

(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;

(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,

(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.

Schedule "A"

Cornerworld Financial Statements

Schedule "B"

Leadstream Financial Statements

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

(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.

(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;

(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

(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;

(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

(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;

(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