**STOCK
PURCHASE AGREEMENT**
 
 
 **between**
 
 
 **ASCEND
SERVICES LTD.**
 
 
 **and**
 
 
 **MCF
CORPORATION**
 
   
   **STOCK
PURCHASE AGREEMENT**
 
 This
Stock Purchase Agreement (the “ ***Agreement*** ”) is
made as April ___, 2005, by MCF Corporation, a Delaware corporation (the
“ ***MCF*** ”), and
Ascend Services Ltd., an Exempted Company incorporated in the Cayman Islands
with Limited Liability, (“ ***Ascend*** ”). The
parties hereto agree as follows:
 
 SECTION
1.  PURCHASE
AND SALE OF COMMON STOCK
  1.1.  Upon the
terms and subject to the conditions set forth in this Agreement, and in reliance
upon MCF’s and Ascend’s respective representations set forth below, at the
Closing MCF shall issue and sell to Ascend, and Ascend shall purchase from MCF,
1,078,749 shares of its common stock, par value US$0.0001 per share (the
“ ***Common
Stock*** ”), for
an aggregate purchase price of one million five hundred thousand United States
dollars (US$1,500,000) (the “ ***Purchase
Price*** ”) (such
shares of Common Stock, collectively, the “ ***Shares*** ”). Such
sale and purchase shall be effected on the Closing Date by MCF’s delivering to
Wells Fargo Bank, N.A. (the “ ***Escrow
Agent*** ”), duly
registered in Ascend’s name (or in the name of its nominee designated by Ascend
prior to the Closing Date), three duly executed stock certificates (each in the
amount of 359,583) evidencing the Shares being purchased by Ascend, against
delivery by Ascend to MCF of an unsecured promissory note in an amount up to the
Purchase Price. At the Closing, MCF shall deposit the Shares into an escrow
account, which shall be subject to the terms and conditions of an escrow
agreement, the form of which is attached as Exhibit
A hereto
(the “ ***Escrow
Agreement*** ”). Upon
satisfaction of the condition in each of Section 10.1, 10.2 and 10.3 of the
Escrow Agreement and simultaneously with the release of the related stock
certificate, the related amount of the Promissory Note shall become effective
and start accruing interest.
  1.2.  Concurrently
with the sale and purchase of the Shares, (i) MCF and Ascend shall execute the
Registration Rights Agreement, the form of which is attached as Exhibit
B hereto
(the “ ***Registration
Rights Agreement*** ”), (ii)
MCF and Ascend shall execute the Escrow Agreement and (iii) Ascend shall receive
from MCF’s General Counsel an opinion, dated the Closing Date, the form of which
is attached as Exhibit
C hereto.
  1.3.  The
closing of such sale and purchase (the “ ***Closing*** ”) shall
take place at 10:00 A.M., New York City time, on the date of this Agreement or
such other date as Ascend and MCF agree in writing (the “ ***Closing
Date*** ”), at
the offices of Ropes & Gray LLP, 45 Rockefeller Plaza, New York, New York,
or such other location as Ascend and MCF shall mutually select.
  SECTION
2.  REPRESENTATIONS
AND WARRANTIES OF MCF
  MCF makes
the following representations and warranties to Ascend.
 
 2.1.  Corporate
Organization
  (a)  MCF is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Attached hereto as Exhibits
D and E ,
respectively, are true and complete copies of the Certificate of Incorporation
and the Amended and Restated Bylaws of MCF, as amended through the date hereof
(collectively, the “ ***Organizational
Documents*** ”).
  -1-
 (b)  MCF has
all requisite power and authority and has all necessary approvals, licenses,
permits and authorizations to own its properties and to carry on its business as
now conducted. MCF has all requisite power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.
  (c)  MCF has
filed all necessary documents to qualify to do business as a foreign corporation
in, and MCF is in good standing under the laws of each jurisdiction in which the
conduct of MCF’s business or the nature of its properties requires such
qualification, except where the failure to so qualify would not have a material
adverse effect on the business, properties, results of operations or financial
condition of MCF and its subsidiaries taken as a whole (a “ ***Material
Adverse Effect*** ”).
  2.2.  Subsidiaries
  Except as
set forth on Schedule
2.2 , MCF has
no subsidiaries and no interests or investments in any partnership, trust or
other entity or organization. Each subsidiary of MCF and each other entity and
organization listed on Schedule
2.2 has been
duly organized, is validly existing and in good standing under the laws of the
jurisdiction of its organization, has the corporate power and authority to own
its properties and to conduct its business and is duly registered, qualified and
authorized to transact business and is in good standing in each jurisdiction in
which the conduct of its business or the nature of its properties requires such
registration, qualification or authorization; all of the outstanding equity or
other participating interests of each subsidiary and each other entity and
organization listed on Schedule
2.2 have
been duly authorized and validly issued, are fully paid and non assessable, and,
to the extent owned by MCF as indicated on Schedule
2.2 , are
owned free and clear of any mortgage, pledge, lien, encumbrance, security
interest, claim or equity.
 
 2.3.  SEC
Reports
  MCF has
made available to Ascend a true and complete copy of each report, schedule,
registration statement and definitive proxy statement filed by MCF with the SEC
since December 31, 2002 (the “ ***SEC
Reports*** ”), which
are all the documents that MCF was required to file with the SEC since December
31, 2002, including MCF’s Annual Report on Form 10-K for the year ended December
31, 2004, filed on February 14, 2005 (the “ ***2004
10-K*** ”). As of
their respective dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable, and
the rules and regulations of the SEC promulgated thereunder, and, to the extent
in effect and applicable, the Sarbanes-Oxley Act of 2002 (the “ ***Sarbanes-Oxley
Act*** ”), and
none of the SEC Reports contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements of MCF included in the SEC
Reports complied as to form in all material respects with the published rules
and regulations of the SEC with respect thereto, were prepared in accordance
with United States generally accepted accounting principles (“ ***GAAP*** ”)
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto or, in the case of unaudited statements, as
permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present
fairly in all material respects the consolidated financial position of MCF and
its consolidated Subsidiaries as of their respective dates and the consolidated
results of operations and the consolidated cash flows of MCF and its
consolidated Subsidiaries for the periods presented therein (subject, in the
case of the unaudited statements, to year-end audit adjustments, as permitted by
Rule 10-01, and any other adjustments described therein).
  -2-
 
  2.4.  Disclosure
Controls and Procedures
  MCF has
established and maintains “disclosure controls and procedures” (as defined in
Rule 13a−15(e) promulgated under the Exchange Act) that are designed to ensure
that information required to be disclosed by MCF in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC, and that
such information is accumulated and communicated to MCF’s management, including
its principal executive officer and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure and to make the certifications of the principal executive
officer and the principal financial officer of MCF required by Sections 302 and
906 of the Sarbanes-Oxley Act with respect to such reports. For purposes of this
Agreement, “principal executive officer” and “principal financial officer” shall
have the meanings given to such terms in the Sarbanes-Oxley Act. Each of the
principal executive officer and the principal financial officer of MCF (and each
former principal executive officer of MCF and each former principal financial
officer of MCF, as applicable) has made all certifications required by Sections
302 and 906 of the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder with respect to MCF SEC Documents. MCF and each of its Subsidiaries
maintains a system of internal accounting controls to provide reasonable
assurances regarding the reliability of financial reporting and the preparation
of financial statements, including that (A) transactions are executed in
accordance with management’s general or specific authorization; and
(B) transactions are recorded as necessary (x) to permit preparation
of consolidated financial statements in conformity with GAAP and (y) to
maintain accountability of the assets of MCF and its Subsidiaries. The
management of MCF has disclosed, to the extent any existed, based on its most
recent evaluation, to MCF’s auditors and the audit committee of MCF’s board of
directors (i) all significant deficiencies in the design or operation of
internal controls which could adversely affect MCF’s ability to record, process,
summarize and report financial data and have identified for MCF’s auditors any
material weaknesses in internal controls and (ii) any fraud, whether or not
material, that involves management or other employees who have a significant
role in MCF’s internal controls. A summary of any such disclosure made by
management to MCF’s auditors and audit committee is set forth on Schedule
3.1(d) . MCF has
prepared a plan intended to comply with the requirements of Section 404 of the
Sarbanes-Oxley Act on the mandated compliance date, and is not aware of any
reason why such plan will not so comply.
  2.5.  Absence
of Certain Changes or Events
  Except as
disclosed in the SEC Reports filed with the SEC prior to the date hereof or in Schedule
2.5 , since
January 1, 2005, MCF and each of its subsidiaries has conducted its business
only in the ordinary course of such business and has not (i) sold or acquired
any real estate or (ii) leased all or substantially all of any property or (iii)
entered into any financing arrangements in connection therewith or (iv) granted
an option to purchase or lease all or substantially all of any property or (v)
entered into a contract to do any of the foregoing and there has not been (a)
any change, circumstance or event that has resulted in a Material Adverse Effect
or (b) any declaration, setting aside or payment of any dividend or other
distribution with respect to the Common Stock.
 
 2.6.  Undisclosed
Liabilities
  Except as
set forth on Schedule
2.6 , neither
MCF nor any subsidiary has any material liabilities or obligations of any nature
(whether absolute, accrued, contingent or otherwise) except for (i) liabilities
or obligations reflected or reserved against in the Unaudited Consolidated
Balance Sheet, (ii) liabilities and obligations relating to outstanding leases
that are not required to be disclosed under GAAP and (iii) current liabilities
incurred in the ordinary course of business since the date of such balance
sheet.
 
 -3-
 2.7.  Capitalization
  (a)  On the
date hereof, the authorized capital stock of MCF consists of 300,000,000 shares
of its Common Stock and 37,293,000 (as of December 31, 2004) shares of preferred
stock, par value US$0.0001 per share (the “ ***Preferred
Stock*** ”). The
issued and outstanding shares of capital stock of MCF as of the close of
business on the date one (1) Business Day prior to the Closing Date consisted of
70,227,445 shares of Common Stock, and MCF has not issued any shares of Common
Stock since that date except for shares issued as a result of the exercise of
any warrants, options or convertible securities or shares issued in connection
with MCF’s Option Plans which are listed on Schedule
2.7 . No
shares of Preferred Stock are outstanding.
  (b)  All the
outstanding shares of capital stock of MCF have been duly and validly issued and
are fully paid and non assessable. Upon issuance, sale and delivery as
contemplated by this Agreement, the Shares will be duly authorized, validly
issued, fully paid and non assessable shares of MCF, free and clear of any
mortgage, pledge, lien, encumbrance, security interest, claim or rights or
interests of any third party of any nature whatsoever.
  (c)  Attached
hereto as Schedule
2.7(c) is a
true and correct copy of the Basic and Diluted capitalization report of the
common stock of MCF, as of December 31, 2005. Other than the shares identified
on Schedule
2.7 , there
are no other material issuances of MCF securities from December 31, 2005 to the
Business Day prior to the Closing Date.
  2.8.  Corporate
Proceedings, etc.
  MCF has
authorized the execution, delivery and performance of this Agreement and each of
the transactions and agreements contemplated hereby. No other corporate action
(including shareholder approval) is necessary to authorize such execution,
delivery and performance, and upon such execution and delivery this Agreement
and the Registration Rights Agreement shall constitute the valid and binding
obligations of MCF, enforceable against MCF in accordance with their terms. MCF
has authorized the issuance and delivery of the Shares in accordance with this
Agreement.
 
 2.9.  Consents
and Approvals
  The
execution and delivery by MCF of this Agreement, the performance by MCF of its
obligations hereunder and the consummation by MCF of the transactions
contemplated hereby do not require MCF or any of its subsidiaries to obtain any
consent, approval or action of, or make any filing with or give any notice to,
any corporation, person or firm or any public, governmental or judicial
authority except (a) as set forth in Schedule
2.9 ; and (b)
such as have been duly obtained or made, as the case may be, and are in full
force and effect on the date hereof and will continue to be in full force and
effect on the Closing Date; and (c) such as would not have a Material Adverse
Effect or an Ascend Material Adverse Effect following the Closing.
 
 2.10.  Absence
of Defaults, Conflicts, etc.
  The
execution and delivery of this Agreement does not, and the fulfillment of the
terms hereof by MCF, and the issuance of the Shares will not, (i) result in a
breach of any of the terms, conditions or provisions of, or (ii) constitute a
default under, or (iii) permit the acceleration of rights under or termination
of, any indenture, mortgage, deed of trust, credit agreement, note or other
evidence of indebtedness, or other agreement of MCF or any of its subsidiaries
(collectively the “ ***Agreements
and Instruments*** ”), or
the Organizational Documents, or any rule or regulation of any court or federal,
state or foreign regulatory board or body or administrative agency having
jurisdiction over MCF or any of its subsidiaries or over their respective
properties or businesses, which breach, default, acceleration of rights or
termination would have a Material Adverse Effect or an Ascend Material Adverse
Effect following the Closing. To MCF’s knowledge, no event has occurred and no
condition exists which, upon notice or the passage of time (or both), would
constitute a default under any such Agreements and Instruments or in any
license, permit or authorization to which MCF or any subsidiary is a party or by
which any of them may be bound.
 
 -4-
 2.11.  Compliance
with Law
  (a)  Subject
to such matters as are identified in the SEC Reports, neither MCF nor any of its
subsidiaries nor any property owned by them is in material violation of any
laws, ordinances, governmental rules or regulations to which it is subject,
including without limitation laws or regulations relating to the environment or
to occupational health and safety, and no material expenditures are or will be
required in order to cause its current operations or properties to comply with
any such law, ordinances, governmental rules or regulations. There is no
continuing order, injunction or decree to which MCF or any of its subsidiaries
is subject or by which any of their assets is bound, and to the best knowledge
of MCF neither MCF nor any of its subsidiaries is subject to, or the target of,
any inquiry or investigation which could result in any such order, injunction or
decree.
  (b)  To MCF’s
knowledge, MCF and its subsidiaries have all licenses, permits, franchises or
other governmental authorizations necessary to the ownership of their property
or to the conduct of their respective businesses, which if violated or not
obtained might have a Material Adverse Effect. To MCF’s knowledge, neither MCF
nor any subsidiary has been finally denied any application for any such
licenses, permits, franchises or other governmental authorizations necessary to
its business.
  2.12.  Litigation
  (a)  Except
for the matters described on Schedule
2.12 , there
are no actions, suits, investigations or proceedings pending, or to the
knowledge of MCF, threatened, against MCF or its subsidiaries, or any of their
respective properties or assets, by or before any court, arbitrator or
governmental body, department, commission, board, bureau, agency or
instrumentality (i) which would question the validity of this Agreement or the
Registration Rights Agreement or any action taken or to be taken pursuant hereto
or thereto, or (ii) that would have a Material Adverse Effect.
  (b)  Neither
MCF nor its subsidiaries is in default with respect to any judgment, order,
writ, injunction, decree or award which would result in a Material Adverse
Effect.
  2.13.  Private
Offering
  The
offer, sale and issuance of the Shares are exempt from the registration
requirements of the Securities Act, and neither MCF nor any authorized agent
acting on its behalf will take any action hereafter that would cause the loss of
such exemption.
 
 2.14.  Broker’s
or Finder’s Commissions
  Except as
set forth in Schedule
2.14 , no
broker’s or finder’s fee or commission (whether payable in cash, any equity
interest in MCF or any of its subsidiaries, or any other form of compensation)
will be payable by MCF with respect to the issuance and sale of the Shares or
the transactions contemplated hereby.
 
 -5-
 SECTION
3.  REPRESENTATIONS
AND WARRANTIES OF ASCEND
  Ascend
makes the following representations and warranties to MCF.
 
 3.1.  Corporate
Organization
  (a)  Ascend is
an Exempted Company incorporated in the Cayman Islands with Limited Liability,
duly organized, validly existing and in good standing under the laws of the
Cayman Islands.
  (b)  Ascend
has all requisite power and authority and has all necessary approvals, licenses,
permits and authorizations to own its properties and to carry on its business as
now conducted. Ascend has all requisite power and authority to execute and
deliver this Agreement and to perform its obligations hereunder.
  (c)  Ascend
has filed all necessary documents to qualify to do business in, and Ascend is in
good standing under the laws of, each jurisdiction in which the conduct of
Ascend’s business or the nature of its properties requires such qualification,
except where the failure to so qualify would not have a material adverse effect
on the business, properties, results of operations or financial condition of
Ascend and its Affiliates taken as a whole (a “ ***Ascend
Material Adverse Effect*** ”).
  3.2.  Corporate
Proceedings, etc.
  Ascend
has authorized the execution, delivery and performance of this Agreement and
each of the transactions and agreements contemplated hereby. No other company
action is necessary to authorize such execution, delivery and performance, and
upon such execution and delivery this Agreement, the Registration Rights
Agreement and the Promissory Note shall constitute the valid and binding
obligations of Ascend, enforceable against Ascend in accordance with their
terms.
 
 3.3.  Consents
and Approvals
  In
reliance on the accuracy of the representation made by MCF in Section 2.13, the
execution and delivery by Ascend of this Agreement, the performance by Ascend of
its obligations hereunder, including the delivery of the Promissory Note, and
the consummation by Ascend of the transactions contemplated hereby do not
require Ascend to obtain any consent, approval or action of, or make any filing
with or give any notice to, any corporation, person or firm or any public,
governmental or judicial authority except such as have been duly obtained or
made, as the case may be, and are in full force and effect on the date hereof
and will continue to be in full force and effect on the Closing Date.
 
 3.4.  Absence
of Defaults, Conflicts, etc.
  The
execution and delivery of this Agreement does not, and the fulfillment of the
terms hereof by Ascend will not, (i) result in a breach of any of the terms,
conditions or provisions of, or (ii) constitute a default under, or (iii) permit
the acceleration of rights under or termination of, any indenture, mortgage,
deed of trust, credit agreement, note or other evidence of indebtedness, or
other agreement of Ascend, or any rule or regulation of any court or federal,
state or foreign regulatory board or body or administrative agency having
jurisdiction over Ascend or over its properties or businesses. No event has
occurred and no condition exists which, upon notice or the passage of time (or
both), would constitute a default under any such indenture, mortgage, deed of
trust, credit agreement, note or other evidence of indebtedness, or other
agreement of Ascend or in any license, permit or authorization to which Ascend
is a party or by which it may be bound.
 
 -6-
 3.5.  Compliance
with Law
  Ascend is
not in material violation of any laws, ordinances, governmental rules or
regulations to which it is subject, including without limitation laws or
regulations relating to the environment or to occupational health and safety,
and no material expenditures are or will be required in order to cause its
current operations or properties to comply with any such law, ordinances,
governmental rules or regulations. There is no continuing order, injunction or
decree to which Ascend is subject or by which any of its assets is bound, and to
the best knowledge of Ascend it is not subject to, or the target of, any inquiry
or investigation which could result in any such order, injunction or
decree.
 
 3.6.  Litigation
  There are
no actions, suits, investigations or proceedings pending, or to the knowledge of
Ascend, threatened, against Ascend, or any of their respective properties or
assets, by or before any court, arbitrator or governmental body, department,
commission, board, bureau, agency or instrumentality (i) which would question
the validity of this Agreement, the Registration Rights Agreement or the
Promissory Note or any action taken or to be taken pursuant hereto or thereto,
or (ii) that would have an Ascend Material Adverse Effect.
  3.7.  Private
Offering
  Ascend is
acquiring the Shares for its own account and not with a view towards the resale
or distribution thereof, nor with any present intention of reselling or
distributing the Shares; *provided,
however* , that
subject to Section 4.1, any resale or distribution of Ascend’s property shall at
all times be within Ascend’s control, and without prejudice to Ascend’s right at
all times to sell or otherwise dispose of all or any part of such Shares under a
registration under the Securities Act or under an exemption from said
registration available under the Securities Act.
 
 SECTION
4.  COVENANTS
  4.1.  Resale
of Securities
  Subject
always to the provisions of Section 8.4, Ascend covenants that it will not sell
the Shares except pursuant to an effective registration under the Securities Act
or in a transaction which, in the opinion of Ascend’s counsel, qualifies as an
exempt transaction under the Securities Act and the rules and regulations
promulgated thereunder.
 
 The
certificates evidencing the Shares will bear the following legend reflecting the
foregoing restrictions on the transfer of such securities:
 
 “THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.”
 
 -7-
 4.2.  Further
Assurance
  Each of
the parties shall, from time to time, whether before or after the Closing,
execute such documents and other papers and take such further actions as may be
reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.
 
 4.3.  Keeping
of Books
  MCF will
keep proper books of record and account, in which full and correct entries shall
be made of all financial transactions and the assets and business of MCF and its
subsidiaries in accordance with GAAP.
 
 4.4.  Lost,
Stolen, Destroyed or Mutilated Certificates Evidencing Shares;
Exchange
  Upon
receipt by MCF of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any certificate evidencing any Shares owned by
Ascend, and (in the case of loss, theft or destruction) of an indemnity from
Ascend in the form of an open penalty indemnity bond issued in favor of MCF or
its successors and MCF’s Common Stock Transfer Agent, OTC Stock Transfer, Inc.,
or its successor, with sufficient surety to indemnify it against any loss or
claim which may arise by reason of the issuance of a new certificate, and upon
surrender and cancellation of such certificate, if mutilated, MCF will make and
deliver in lieu of such lost, stolen, destroyed or mutilated certificate a new
certificate of like tenor and for the number of shares evidenced by such
certificate which remain outstanding. Upon surrender of any certificate
representing any Shares for exchange at the office of MCF, MCF at its expense
will cause to be issued in exchange therefor new certificates in such
denomination or denominations as may be requested for the same aggregate number
of Shares represented by the certificate so surrendered and registered as such
holder may request.
 
 SECTION
5.  CONDITIONS
TO ASCEND’S OBLIGATIONS AT THE CLOSING
  The
obligations of Ascend under Section 1 of this Agreement to purchase Shares
at the Closing are subject to the satisfactory fulfillment (in the opinion of
Ascend acting reasonably) on or before the Closing of each of the following
conditions unless waived by Ascend in accordance with Section 8.6
hereof:
  5.1.  Representations
and Warranties
  The
representations and warranties of MCF contained in Section 2 shall be true and
correct in all material respects on and as of the date of the Closing with the
same effect as though such representations and warranties had been made on and
as of the date of such Closing.
  5.2.  Performance
  MCF shall
have performed and complied in all material respects with all agreements,
obligations, and conditions contained in this Agreement that are  required
under the Agreement to be performed or complied with by it on or before such
Closing and shall have delivered all opinions required under Section
1.2(iii).
  -8-
 5.3.  Qualifications
  All
authorizations, approvals, or permits, of any governmental authority or
regulatory body and all other authorizations, consents or approvals that are
required in connection with the lawful issuance and sale of the Shares to Ascend
pursuant to this Agreement, if any, shall have been duly obtained and shall be
effective on and as of the Closing other than those approvals which are not
required to be obtained before or upon such Closing .
  5.4.  Other
Agreements
  The
Registration Rights Agreement and the Escrow Agreement shall have each been
executed and delivered by all parties thereto other than Ascend.
  5.5.  Ownership
Records
  MCF shall
have delivered to Ascend a stock certificate evidencing its ownership of the
Shares to be purchased at the Closing as reflected on the books of MCF in
accordance with Section 1.3.
  SECTION
6.  CONDITIONS
TO MCF’S OBLIGATIONS AT THE CLOSING
  The
obligations of MCF under Section 1 of this Agreement are subject to fulfillment
(in the opinion of MCF acting reasonably) on or before the Closing of each of
the following conditions unless waived by MCF:
  6.1.  Representations
and Warranties
  The
representations and warranties of Ascend contained in Section 3 shall be true
and correct on and as of the date of such Closing  with the
same effect as though such representations and warranties had been made on and
as of the date of such Closing.
  6.2.  Payment
of Purchase Price
  Ascend
shall have delivered the Promissory Note.
  6.3.  Qualifications
  All
authorizations, approvals, or permits, of any governmental authority or
regulatory body and all other authorizations, consents or approvals that are
required for the lawful entry into this Agreement and the lawful issuance of the
Promissory Note, if any, shall have been duly obtained and shall be effective on
and as of the Closing other than those approvals which are not required to be
obtained before or upon such Closing.
  6.4.  Other
Agreements .
  The
Registration Rights Agreement and the Escrow Agreement shall each have been
executed and delivered by the parties thereto.
  SECTION
7.  INTERPRETATION
OF THIS AGREEMENT
  7.1.  Terms
Defined
  -9-
 Unless
the context otherwise requires, capitalized terms used in this Agreement have
the respective meanings ascribed to such terms in the other Sections of this
Agreement or ascribed to them as follows:
 
 “ ***Affiliate*** ” means,
with respect to a specified person, (1) a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with the person specified or (2) any relative or spouse of such
person, or any relation of such spouse, who has the same home as such person.
 
 “ ***Business
Day*** ” shall
mean a day other than a Saturday, Sunday or other day on which banks in the
State of New York and in the Cayman Islands are not required or authorized to
close.
 
 “ ***Code*** ” shall
mean the Internal Revenue Code of 1986, as amended.
 
 “ ***Escrow
Agreement*** ” means
the escrow agreement of even date herewith made among MCF, Ascend and the Escrow
Agent relating to the Common Shares.
 
 “ ***Exchange
Act*** ” shall
mean the Securities Exchange Act of 1934, as amended.
 
 “ ***Option
Plans*** ” shall
mean the 1999 Stock Option and Incentive Plan, the 2000 Stock Option and
Incentive Plan, the 2001 Stock Option and Incentive Plan and the 2003 Stock
Option and Incentive Plan.
 
 “ ***Person*** ” shall
mean an individual, partnership, joint-stock company, corporation, trust or
unincorporated organization, and a government or agency or political subdivision
thereof.
 
 “ ***Promissory
Note*** ” means
the promissory note issued of even date herewith to MCF by Ascend.
 
 “ ***SEC*** ” shall
mean the Securities and Exchange Commission.
 
 “ ***Securities
Act*** ” shall
mean the Securities Act of 1933, as amended.
 
 “ ***Subsidiary*** ” shall
mean any Person (a) of which MCF (or other specified Person) shall own directly
or indirectly through a subsidiary, a nominee arrangement or otherwise (i) at
least a majority of the outstanding capital stock (or other shares of beneficial
interest) or (ii) at least a majority of the partnership, joint venture or
similar interests, or (b) in which MCF (or other specified Person) is a general
partner or joint venturer.
 
 7.2.  Accounting
Principles
  Where the
character or amount of any asset or amount of any asset or liability or item of
income or expense is required to be determined or any consolidation or other
accounting computation is required to be made for the purposes of this
Agreement, this shall be done in accordance with U.S. generally accepted
accounting principles at the time in effect, to the extent applicable, except
where such principles are inconsistent with the requirements of this
Agreement.
 
 7.3.  Directly
or Indirectly
  Where any
provision in this Agreement refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.
 
 -10-
 7.4.  Governing
Law
  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely
within such State.
 
 7.5.  Paragraph
and Section Headings
  The
headings of the Sections and Subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part
thereof.
 
 SECTION
8.  MISCELLANEOUS
  8.1.  Notices .
  All
communications under this Agreement shall be in writing and shall be delivered
by hand or mailed by overnight courier:
 
 (a)  if to
Ascend, at Ascend
Services Ltd., Regatta Office Park, Leeward 4, Ground Floor, 1158 D West Bay
Road, P.O. Box 10578 APO, Grand Cayman, Cayman Islands , marked
for the attention of Bruce Donaldson, General Counsel, or at such other address
as Ascend may have furnished MCF in writing, with copies to Ropes & Gray
LLP, 45 Rockefeller Plaza, New York, New York 10111-0087, marked for the
attention of Sanford B. Kaynor Jr., Esq., or
  (b)  if to
MCF, at MCF Corporation, 600 California Street, 9 th Floor,
San Francisco, California, 94108, marked for the attention of Robert E. Ford,
President, or at such other address as it may have furnished in writing to
Ascend, with copies to MCF Corporation, 600 California Street, 9 th Floor,
San Francisco, CA, 94108, marked for the attention of Christopher Aguilar,
General Counsel.
  Any
notice so addressed shall be deemed to be given: if delivered by hand, on the
date of such delivery; if mailed by courier, on the first business day following
the date of such mailing.
 
 8.2.  Expenses
and Taxes
  Unless
otherwise specified in this Agreement, all fees and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses, whether or not the transactions
contemplated by this Agreement are consummated.
 
 MCF will
pay, and save and hold Ascend harmless from any and all liabilities (including
interest and penalties) with respect to, or resulting from any delay or failure
in paying, stamp and other taxes (other than income taxes), if any, which may be
payable or determined to be payable by MCF on the issuance and delivery of the
Shares.
 
 8.3.  Reproduction
of Documents
  This
Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications which may hereafter be executed, (b)
documents received by Ascend on the Closing Date (except for certificates
evidencing the Shares themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to Ascend, may be
reproduced by Ascend by any photographic, photostatic, microfilm, micro card,
miniature photographic or other similar process and Ascend may destroy any
original document so reproduced. All parties hereto agree and stipulate that any
such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by Ascend in the regular
course of business) and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.
 
 -11-
 8.4.  Successors
and Assigns
  This
Agreement shall inure to the benefit of and be binding upon the successors of
the parties hereto. MCF acknowledges and agrees that, after the date of this
Agreement, Ascend will seek to transfer the Shares and its rights hereunder to
an Affiliate and MCF undertakes to use its commercially reasonable efforts to
assist Ascend with executing the assignment of the Shares and its rights
hereunder to the Affiliate identified in writing to MCF. Other than as expressly
contemplated by the other provisions of this Agreement, neither party hereto may
assign any part of this Agreement to a third party without the prior written
consent of the other party hereto.
 
 8.5.  Attorneys’
Fees
  In the
event any party hereto finds it necessary to bring any suit, action, or other
proceeding at law or equity to interpret, enforce or implement any of the terms,
covenants or conditions hereof or of any instrument executed pursuant to this
Agreement, or by reason of any breach or default hereunder or thereunder, the
party prevailing in any such action or proceeding, including any bankruptcy
proceeding and/or any appeal, shall be paid all costs and reasonable attorneys’
fees by the non-prevailing party, and in the event any judgment is secured by
such prevailing party, all such costs and attorneys’ fees shall be included in
any such judgment (attorneys’ fees to be set by the court and not by the jury).
No termination of this Agreement upon any grounds or in any circumstances
addressed herein or otherwise will impair or limit a prevailing party’s right to
recover from the other party its attorneys’ fees and costs in accordance with
the provisions of this Section.
 
 8.6.  Entire
Agreement; Amendment and Waiver
  Except as
expressly provided or contemplated herein, this Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements or understandings with respect to the
subject matter hereof among such parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of MCF and Ascend or their successors or assigns.
 
 8.7.  Counterparts
  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall be considered one and the
same agreement.
 
 
 [ *The
remainder of this page is intentionally left blank* .]
  - -
 -12-
  IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective representatives as of the date first above
written.
 
 
 **MCF
CORPORATION**
 
 
 By:
_________________________________
 Name:  Gregory
S. Curhan
 Title:  Executive
Vice President
 
 
 **ASCEND
SERVICES LTD.**
 
 
 By:
___________________________
 Name:
Christopher Daniels
 Title:
Managing Director
 
  - -
 -13-
  **Schedule
2.2**
 
 Subsidiary     Percentage
Ownership
 
 Merriman
Curhan Ford &
Co. 100%
 
 MCF Asset
Management,
LLC 100%,
Managing Member
 
 MCF
Wealth Management,
LLC 100%,
Managing Member
 
 Ratexchange
I,
Inc. 100%
 (inactive
Delaware corporation)
 
  - -
 -14-
  **Schedule
2.7**
 
 Shares
issued from December 31, 2004 to March 31, 2005.
 
 
 
 
 
  - -
 -15-
  **Schedule
2.7(c)**
 
 Capitalization
table dated December 31, 2004.
 
 
 
  - -
 -16-
  **Schedule
2.9**
 
 Promptly
after the Closing Date, MCF Corporation will prepare and file an Additional
Listing Application with the American Stock Exchange to list the Common
Stock.
 
 
  - -
 -17-
  **Schedule
2.12**
 
 Litigation:
there are no matters responsive to the description in Paragraph 2.12 of the
Agreement. Please see the litigation notes included in MCF Corporation's annual
report, filed on Form 10K with the Securities and Exchange Commission on
February 15, 2005.
 
 -18-
 
 **ESCROW
AGREEMENT**
 
 THIS
ESCROW AGREEMENT, dated as of April 29, 2005 (this “ ***Escrow
Agreement*** ”), is
made among MCF Corporation, a Delaware corporation (“ ***MCF*** ”),
Ascend Services Ltd., an Exempted Company incorporated in the Cayman Islands
with Limited Liability (“ ***Ascend*** ”), and
Wells Fargo Bank, National Association, (the “ ***Escrow
Agent*** ”).
 
 WHEREAS,
MCF and Ascend are entering into a stock purchase agreement (the “ ***Stock
Purchase Agreement*** ”) and a
registration rights agreement, each dated of even date herewith;
 
 WHEREAS,
pursuant to this Stock Purchase Agreement, the consideration given by MCF to
Ascend shall be held in escrow subject to release upon the occurrence of certain
events;
 
 WHEREAS, **** MCF
wishes to deposit with the Escrow Agent the Escrowed Stocks (as hereinafter
defined) to be released as set forth herein, and the Escrow Agent is willing to
accept appointment as Escrow Agent solely for the expressed duties, terms and
conditions outlined herein; and
 
 WHEREAS,
all capitalized terms used herein but not otherwise defined shall have the
definition set forth in the Stock Purchase Agreement.
 
 NOW,
THEREFORE, in consideration of the premises set forth above and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
  **SECTION
1.**  **Establishment
of Escrowed Stock**
  **1.1**  Immediately
upon the execution of this Escrow Agreement, the Escrow Agent shall establish an
escrow account (the “ ***Escrow
Account*** ”) into
and from which certain shares and dividends shall be made pursuant to the terms
of this Escrow Agreement.
  **1.2**  On the
date of this Escrow Agreement, MCF will deposit with the Escrow Agent the
following three MCF stock certificates, Certificate No. A4249, Certificate No.
A4250, and Certificate No. A4251, (each a “ ***Stock
Certificate*** ” and
together the “ ***Escrowed
Stock*** ”), each
representing 359,583 shares of MCF’s common stock, par value US$.0001 per
share.
   **SECTION
2.**  **Distributions,
Etc**
  Any
securities of MCF distributed in respect of or in exchange for any of the
Escrowed Stock (upon the prior written approval of Ascend), whether by way of
conversions, dividends, splits, reverse splits or otherwise, shall be issued in
the name of Ascend and delivered to the Escrow Agent to be held in the Escrow
Account. If Ascend has approved such delivery in writing, the Escrow Agent shall
accept such securities and such securities shall be considered Escrowed Stock
for purposes hereof. Cash dividends or cash distributions in connection with the
Escrowed Stock (collectively, the “ ***Dividends*** ”) shall
be delivered directly to Ascend.
  -19-
 **SECTION
3.**  **Voting
of Escrowed Stock**
  Ascend
shall have the right to direct the Escrow Agent in writing as to the exercise of
any voting rights pertaining to the Escrowed Stock, and the Escrow Agent shall
comply with any such written instructions. In the absence of such instructions,
the Escrow Agent shall not vote any of the Escrowed Stock. The Escrow Agent
shall use its commercially reasonable efforts to provide Ascend with reasonable
notice of any voting rights which may be so exercised.
  **SECTION
4.**  **Transferability**
  For so
long as each of the Stock Certificates remains the subject of this Escrow
Agreement, the interest of Ascend in the Escrowed Stocks shall not be assignable
or transferable Escrowed Stock
  **SECTION
5.**  **Disposition
of Escrowed Stock**
  MCF and
Ascend hereby instruct the Escrow Agent, and the Escrow Agent hereby agrees to
hold and dispose of the Escrowed Stock in accordance with and subject to the
terms, conditions, limitations and restrictions contained in this Escrow
Agreement.
  **SECTION
6.**  **[Intentionally
Left Blank]**
   **SECTION
7.**  **[Intentionally
Left Blank]**
   **SECTION
8.**  **[Intentionally
Left Blank]**
   **SECTION
9.**  **[Intentionally Left Blank]**
   **SECTION
10.**  **Release
from Escrow of the Stock Certificates**
  Upon the
Escrow Agent’s receipt of written confirmation from MCF (not to be unreasonably
withheld) confirming that Ascend has satisfied any of the following conditions,
the Escrow Agent shall, on the same day if such confirmation is received by no
later than 2:00 p.m. (California time) or otherwise on the next following
business day, release from the Escrow Account and deliver to, or to the order
of, Ascend, the related Stock Certificate:
 
 **10.1**  when
Ascend receives from Dominion Bond Rating Service a conditional rating letter
indicating its intent to rate, among other things, Ascend Guaranty Ltd. as a
“AAA”, Ascend Group Holdings Ltd. Zero-Coupon Debentures due 2035 as “AAA” and
Ascend Group Holdings Ltd. 1% Cumulative Perpetual Preferred Stock as “AA”,
Certificate No. A4249, representing 359,583 shares of MCF’s common stock, shall
be released from the Escrow Account and delivered to, or to the order of,
Ascend;
  -20-
 **10.2**  when, in
respect of Ascend’s agreement to provide credit protection in respect of any
credit exposures, in an aggregate notional amount of US$180,000,000, of its
strategic business partners or any of their respective clients, Certificate No.
A4250, representing 359,583 shares of common MCF’s stock, shall be released from
the Escrow Account delivered to, or to the order of, Ascend; and
  **10.3**  upon the
completion of the placement of the preferred shares of Ascend’s ultimate parent
company, Certificate No. A4251, representing 359,583 shares of MCF’s common
stock, shall be released from the Escrow Account delivered to, or to the order
of, Ascend,
  *provided* , that
MCF may (acting in its sole discretion) waive any of the foregoing conditions
and instruct the Escrow Agent to release the related Stock Certificate; *provided
further* , that
notwithstanding any provision herein to the contrary, if any Stock Certificates
remain in the Escrow Account on February 28, 2006, the Escrow Agent shall, by
2:00 p.m. (California time) on that day, release and deliver each of those Stock
Certificates to, or to the order of, MCF.
  **SECTION
11.**  **Manner
of Disbursement**
  Any
distribution of all or a potion of the Escrowed Stock by the Escrow Agent shall
be made by the delivery by the Escrow Agent of one or more certificates issued
in the name of Ascend. MCF agrees to use its commercially reasonable efforts to
cooperate with the Escrow Agent in the preparation of any stock certificates for
delivery to Ascend pursuant to the terms of this Agreement.
  **SECTION
12.**  **Termination
of Escrow** ****
  This
Escrow Agreement shall terminate when all Escrowed Stock has been
released.
  **SECTION
13.**  **Taxes**
  The
parties hereto agree that, for tax reporting purposes, all Dividends shall be
allocable to Ascend.
  **SECTION
14.**  **Duty
and Liability of the Escrow Agent**
  The sole
duty of the Escrow Agent, other than as herein specified, shall be to hold the
Escrowed Stock and deliver any Dividends to Ascend, in accordance herewith, and
the Escrow Agent shall be under no duty to determine whether Ascend has
satisfied any of the conditions in Sections 10.1 - 10.3. The Escrow Agent may
conclusively rely upon and shall be protected in acting upon any statement,
certificate, notice, request, consent, order or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.
The Escrow Agent shall have no duty or liability to verify any such statement,
certificate, notice, request, consent, order or other document, and its sole
responsibility shall be to act only as expressly set forth in this Escrow
Agreement. The Escrow Agent shall be under no obligation to institute or defend
any action, suit or proceeding in connection with this Escrow Agreement unless
first indemnified to its satisfaction. The Escrow Agent may consult counsel of
its own choice in respect of any question arising under this Escrow Agreement
and the Escrow Agent shall not be liable for any action taken or omitted in good
faith upon advice of such counsel.
  -21-
 **SECTION
15.**  **Escrow
Agent's Fee**
  The
Escrow Agent shall be entitled to compensation for its services as stated in the
fee schedule attached hereto as Exhibit A, which compensation shall be paid by
MCF. The fee agreed upon for the services rendered hereunder is intended as full
compensation for the Escrow Agent's services as contemplated by this Escrow
Agreement; *provided,
however* , that in
the event that the conditions for the disbursement of funds under this Escrow
Agreement are not fulfilled, or the Escrow Agent renders any material service
not contemplated in this Escrow Agreement, or there is any assignment of
interest in the subject matter of this Escrow Agreement, or any material
modification hereof, or if any material controversy arises hereunder, or the
Escrow Agent is made a party to any litigation pertaining to this Escrow
Agreement, or the subject matter hereof, then the Escrow Agent shall be
reasonably compensated for such extraordinary services and reimbursed for all
costs and expenses, including reasonable attorney's fees, occasioned by any
delay, controversy, litigation or event, and the same shall be recoverable
solely from MCF.
  **SECTION
16.**  **Investment
of Proceeds**
  To the
extent that the Escrow Agent becomes liable for the payment of any taxes in
respect of any Dividends, the Escrow Agent shall satisfy such liability to the
extent possible from the Escrowed Stock. The Parties agree to indemnify and hold
the Escrow Agent harmless from and against any taxes, additions for late
payment, interest, penalties and other expenses that may be assessed against the
Escrow Agent on or with respect to any payment or other activities under this
Escrow Agreement unless any such tax, addition for late payment, interest,
penalties and other expenses shall arise out of or be caused by the actions of,
or failure to act, by the Escrow Agent.
  **SECTION
17.**  **Resignation
of the Escrow Agent**
  The
Escrow Agent may at any time resign by giving 30 days written notice of
resignation to MCF and to Ascend. In such event MCF and Ascend shall appoint a
successor escrow agent. If no successor escrow agent is named by MCF and Ascend,
the Escrow Agent may apply to a court of competent jurisdiction for appointment
of a successor escrow agent. All right, title and interest to the Escrowed Stock
and any Dividends, and any proceeds thereof, shall be transferred to the
successor escrow agent and this Escrow Agreement shall be assigned to such
successor escrow agent, and the resigning Escrow Agent shall thereupon be
released from further obligations hereunder.
  **SECTION
18.**  **Discharge
of the Escrow Agent**
  The
Escrow Agent agrees that MCF and Ascend may, by mutual written agreement at any
time upon 30 days written notice, remove the Escrow Agent as escrow agent
hereunder, and substitute a bank or trust company therefor, in which event, upon
receipt of written notice thereof and payment of any accrued but unpaid fees or
expenses due the Escrow Agent, the Escrow Agent shall account for and deliver to
such substituted escrow agent the Escrowed Stock held by it, and the Escrow
Agent shall thereafter be discharged from all liability hereunder.
  **SECTION
19.**  **Notices**
  All
notices, requests, demands, and other communications under this Escrow Agreement
shall be in writing and shall be deemed to have been duly given (a) on the date
of service if served personally on the party to whom notice is to be given, (b)
on the day of transmission if sent by facsimile/email transmission to the
facsimile number/email address given below, and telephonic confirmation of
receipt is obtained promptly after completion of transmission, or (c) on the day
after, or, in the case of delivery to Ascend, two days after, delivery to
Federal Express or similar overnight courier or the Express Mail service
maintained by the United States Postal Service, to the parties as
follows:
 
 -22-
 **If
to MCF:**
 
 MCF
Corporation
 Attn:
General Counsel
 600
California Street, 9 th floor
 San
Francisco, CA 94108
 Telephone:
(415) 248-5634
 Fax:
(415) 723-7165
 
 **If
to Escrow Agent:**
 
 Wells
Fargo Bank, National Association
 Corporate
Trust Services
 707
Wilshire Blvd., 17 th Floor
 Los
Angeles, CA 90017
 Attention:
Sandy Chan / Regina Vergara
 Telephone:  (213)
614-5854 / (213) 614-3352
 Fax:  (213)
614-3355
 
 **If
to Ascend:**
 
 Ascend
Services Ltd., Attn: General Counsel
 Regatta
Office Park,
 Leeward
4, Ground Floor,
 1158 D
West Bay Road,
 P.O. Box
10578 APO,
 Grand
Cayman,
 Cayman
Islands
 Telephone:
(345) 946-5418
 
 Any party
may change its address for purposes of this paragraph by giving the other
party
 written
notice of the new address in the manner set forth above.
  **SECTION
20.**  **Indemnification
of Escrow Agent**
  MCF
hereby indemnifies and holds harmless the Escrow Agent from and against, any and
all loss, liability, cost, damage and expense, including, without limitation,
reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of
any action, claim or proceeding brought against the Escrow Agent arising out of
or relating in any way to this Escrow Agreement or any transaction to which this
Escrow Agreement relates unless such action, claim or proceeding is the result
of the willful misconduct or gross negligence of the Escrow Agent.
  -23-
 **SECTION
21.**  **Successors
and Assigns**
  Except as
otherwise provided in this Escrow Agreement, no party hereto shall assign this
Escrow Agreement or any rights or obligations hereunder without the prior
written consent of the other parties hereto and any such attempted assignment
without such prior written consent shall be void and of no force and effect.
This Escrow Agreement shall inure to the benefit of and shall be binding upon
the successors and permitted assigns of the parties hereto.
  **SECTION
22.**  **Governing
Law; Jurisdiction**
  This
Escrow Agreement shall be construed, performed, and enforced in accordance with,
and governed by, the internal laws of the State of California without giving
effect to the principles of conflicts of laws thereof.
  **SECTION
23.**  **Severability**
  In the
event that any part of this Escrow Agreement is declared by any court or other
judicial or administrative body to be null, void, or unenforceable, said
provision shall survive to the extent it is not so declared, and all of the
other provisions of this Escrow Agreement shall remain in full force and
effect.
  **SECTION
24.**  **Amendments;
Waivers**
  This
Escrow Agreement may be amended or modified, and any of the terms, covenants,
representations, warranties, or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance. Any waiver by any party of any condition, or of
the breach of any provision, term, covenant, representation, or warranty
contained in this Escrow Agreement, in any one or more instances, shall not be
deemed to be nor construed as further or continuing waiver of any such
condition, or of the breach of any other provision, term, covenant,
representation, or warranty of this Escrow Agreement.
  **SECTION
25.**  **Entire
Agreement; Third-Party Beneficiaries**
  This
Escrow Agreement contain the entire understanding among the parties hereto with
respect to the escrow contemplated hereby and supersedes and replaces all prior
and contemporaneous agreements and understandings, oral or written, with regard
to such escrow. Notwithstanding the foregoing, Escrow Agent is not a party to,
is not bound by, and has no duty to inquire into any agreement other than this
Escrow Agreement. All references in this Escrow Agreement to other agreements
are for the convenience of the parties hereto other than Escrow Agent, and
Escrow Agent shall have no duties or obligations with respect thereto. Escrow
Agent shall have no implied duties beyond the express duties set forth
herein.
  **SECTION
26.**  **Section
Headings**
  The
section headings in this Escrow Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Escrow
Agreement.
  -24-
 **SECTION
27.**  **Counterparts**
  This
Escrow Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which shall constitute the same instrument.
 
 *[signatures
on following page]*
  -25-
  IN
WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be
executed as of the day and year first set forth above.
 
 
 **MCF
CORPORATION** , a
Delaware Corporation
 
 
 By:
 Christopher
Aguilar
 
 Its:  General
Counsel
 
 
 
 **WELLS
FARGO BANK, NATIONAL ASSOCIATION** , as
Escrow Agent
 
 
 By:
 
 
 Its:
 
 
 
 **ASCEND
SERVICES LTD.** , an
Exempted Company incorporated in the Cayman Islands
 
 By:
 Christopher
Aguilar
 
 Its:  Managing
Director
 -26-
  Exhibit
A
 
 Escrow
Agent Fee Schedule
 
 
 -27-
 
 Exhibit
B
 
 DBRS
Letter
 
 -28-
 **REGISTRATION
RIGHTS AGREEMENT**
 
 REGISTRATION
RIGHTS AGREEMENT (the “ ***Agreement*** ”), dated
as of April 2005, among MCF Corporation, a Delaware corporation (“ ***MCF*** ”) and
Ascend Services Ltd., an Exempted Company incorporated in the Cayman Islands
with Limited Liability, (“ ***Ascend*** ”).
  Certain
definitions are set forth in Article II of this Agreement.
 ****
 **RECITALS**
  A.  MCF and
Ascend are the parties to a Stock Purchase Agreement dated as of April __, 2005
(the “ ***Purchase
Agreement*** ”) and
pursuant to the Purchase Agreement, Ascend has agreed to purchase 1,078,749
shares of MCF’s common stock, par value $0.0001 per share (the “ ***Shares*** ”) and
MCF has agreed to grant Ascend certain registration rights as described herein.
  B.  The
parties believe it would be in the best interests of MCF and Ascend to set forth
their agreements on certain matters.
  NOW,
THEREFORE, intending to be legally bound the parties hereto agree as
follows:
 ****
 **ARTICLE
I**
 **REGISTRATION
RIGHTS**
  1.1.  Piggy-Back
Registration .
  1.1.1.  If MCF
proposes to register any of its Common Stock under the Securities Act, whether
or not for sale for its own account, it will, each such time, give prompt
written notice at least 15 Business Days prior to the anticipated filing date of
the registration statement to Ascend, which notice shall, subject to the
provisions of Section 1.1.2, offer Ascend the opportunity to include in
such registration statement such number of Shares as Ascend may request (a
“ ***Piggy-Back
Registration*** ”).
Subject to the foregoing, upon the written request of Ascend made within 10
Business Days after the receipt of notice from MCF (which request will specify
the number of Shares intended to be disposed of by Ascend and the intended
method of disposition thereof), MCF will use its commercially reasonable efforts
to effect the registration under the Securities Act of all the Shares which MCF
has been so requested to register by Ascend to the extent required to permit the
disposition of the Shares so to be registered; *provided,
however* , that
(A) if such registration involves an underwritten Public Offering, Ascend
must enter into an underwriting agreement in customary form and sell its Shares
to the underwriters on substantially the same terms and conditions as apply to
MCF and (B) if, at any time after giving written notice of its
intention to register any Common Stock pursuant to this Section 1.1.1 and
prior to the effective date of the registration statement filed in connection
with such registration, MCF determines for any reason not to register such
Common Stock, MCF will give written notice to Ascend and, thereupon, will be
relieved of its obligation to register any registrable Common Stock in
connection with such registration.
  1.1.2.  Notwithstanding
anything to the contrary herein, the provisions of Section 1.1.1 shall not
apply to, and MCF shall not be obligated to effect any registration of
registrable Common Stock under Section 1.1.1 in connection with:
  (1)  Any
Public Offering relating to employee benefit, management equity incentive, stock
option or similar plans, or
  29
 (2)  Any
Public Offering relating to an acquisition or merger after the date hereof by
MCF or any of its subsidiaries of or with any other businesses.
  1.1.3.  Underwriters’
Cutback . If a
registration pursuant to Section 1.1 involves an underwritten Public
Offering and the managing underwriter advises MCF that, in its view, the number
of shares of Common Stock that MCF and Ascend intend to include in such
registration exceeds the largest number that can be sold without having an
adverse effect on such offering, including without limitation the price at which
such shares can be sold, MCF will include in such registration, in the following
priority, up to such largest number, unless the managing underwriter shall
determine that marketing factors require a different allocation:
  (1)  first, so
many shares of the Common Stock proposed to be registered by MCF; and
  (2)  second,
any registrable Common Stock requested to be included in such registration by
Ascend, allocated among Ascend pro rata on the basis of their relative number of
shares of registrable Common Stock so requested to be included.
  1.2.  Expenses . MCF
will pay all Registration Expenses in connection with any registration under
Section 1 . 1 .
  1.3.  Lock-up . Should
Ascend give notice of intent to exercise its Piggy-Back Rights set forth in
Section 1.1.1 of this Agreement, Ascend
may be subject to Lock-Up terms consistent with those of the selling
stockholders for whom MCF is registering shares of Common Stock.
  1.4.  Indemnification
by MCF . MCF
agrees to indemnify and hold harmless Ascend, its direct and indirect partners,
members, employees, advisory board members, officers and directors, and each
Person, if any, who controls MCF or Ascend within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act from and against
any and all losses, claims, damages, liabilities and expenses caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus (including any preliminary
prospectus) relating to the Common Stock or any other disclosure
document or other public statement, or caused by 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, except insofar as such
losses, claims, damages, liabilities or expenses are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information furnished in writing to MCF by or on behalf of Ascend expressly for
use therein; *provided,
however* , that
the foregoing indemnity agreement with respect to any preliminary prospectus
will not inure to the benefit of Ascend if a copy of any amended, supplemental
or final prospectus was provided by MCF to Ascend in a timely manner but was not
provided to the applicable purchaser by Ascend, and such amended, supplemented
or final prospectus cured the defect giving rise to such loss, claim, damage or
liability.
  1.5.  Indemnification
by Ascend . Ascend
agrees to indemnify and hold harmless each underwriter, MCF, each of the direct
and indirect partners, members, employees, advisory board members, officers and
directors of each underwriter and MCF, and each Person, if any, who controls
each underwriter or MCF within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from MCF, but only with reference to information related to
Ascend furnished in writing by or on behalf of Ascend expressly for use in any
registration statement or prospectus (including any preliminary
prospectus) relating to the Shares.
  30
 1.6.  Conduct
of Indemnification Proceedings . In case
any proceeding (including any governmental investigation) is instituted
involving any Person in respect of which indemnity may be sought pursuant to
Section 1.4 or Section 1.5, such Person will promptly notify each
Person against whom such indemnity may be sought in writing and the indemnifying
party upon request of the indemnified party will retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and will pay the
fees and disbursements of such counsel related to the proceeding as such fees
and disbursements are incurred. Notwithstanding the foregoing, the failure to
give notice will not relieve the indemnifying party of the obligation to
indemnify the indemnified party, except to the extent of actual prejudice
suffered as a result thereof. In any such proceeding, any indemnified party will
have the right to retain its own counsel, but the fees and expenses of such
counsel will be at the expense of such indemnified party unless (a) the
indemnifying party and the indemnified party have mutually agreed to the
retention of such counsel (such agreement shall not be unreasonably withheld) or
(b) representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them, in
which case the fees and expenses of such counsel will be paid by the
indemnifying party as they are incurred. The indemnifying party will, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the commercially reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time
for all such indemnified parties only to the extent that actual or potential
differing interests between or among them require multiple counsel. In the case
of the retention of any such separate firm for the indemnified parties, such
firm will be designated in writing by the indemnified parties. The indemnifying
party will not be liable for any settlement of any proceeding effected without
its consent (which consent will not be unreasonably withheld), but if settled
with such consent, or if there be a final judgment for the plaintiff, the
indemnifying party will indemnify and hold harmless such indemnified parties
from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment.
  1.7.  Contribution . If the
indemnification provided for herein is for any reason unavailable to the
indemnified parties in respect of any losses, claims, damages or liabilities
referred to herein, then each indemnifying party, in lieu of indemnifying such
indemnified parties, will contribute to the amount paid or payable by such
indemnified parties as a result of such losses, claims, damages or liabilities
in such proportion as is appropriate to reflect the relative fault of MCF,
Ascend and any underwriter 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 fault of MCF, Ascend and any
underwriter will be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such party,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. MCF and Ascend
agree that it would not be just and equitable if contribution pursuant to this
Section 1.7 were determined by pro rata allocation (even if the
underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding sentence. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the immediately preceding sentence will be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 1.7, Ascend will not be required to contribute any amount in excess
of the amount by which the total price at which the Shares were offered to the
public (less underwriters’ discounts and commissions) exceeds the amount of
any damages which Ascend has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
  31
 1.8.  Participation
in Public Offerings . Ascend
shall take all such actions and execute all such documents and instruments that
are reasonably requested by MCF to effect the sale of its Shares in the
applicable Public Offering, including, without limitation, being party to any
underwriting agreement entered into by MCF and any other selling stockholders in
connection therewith and being liable in respect of the representations and
warranties by, and the other agreements (including without limitation customary
selling stockholder representations, warranties, indemnifications and “lock-up”
agreements) for the benefit of the underwriters; *provided,
however* , that
(a) with respect to individual representations, warranties, indemnities and
agreements of selling stockholders in such Public Offering, the aggregate amount
of such liability shall not exceed Ascend’s net proceeds from such offering and
(b) to the extent selling stockholders give further representations,
warranties and indemnities, then with respect to all such further
representations, warranties and indemnities of sellers of Common Stock in such
Public Offering, the aggregate amount of such liability shall not exceed the
lesser of (i) Ascend’s pro rata portion of any such liability, in
accordance with Ascend’s portion of the total number of shares included in the
offering or (ii)  Ascend’s net proceeds from such offering.
 ****
 **ARTICLE
II**
 **DEFINITIONS**
  2.1.  Certain
Definitions . Unless
the context otherwise requires, capitalized terms used in this Agreement have
the respective meanings ascribed to such terms in the other Sections of this
Agreement or ascribed to them as follows:
  “ ***Affiliate*** ” means,
with respect to a specified Person, (1) a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with the specified Person or (2) the Members of the Immediate
Family of such specified Person.
  “ ***Agreement*** ” means
this Registration Rights Agreement, any amendments hereto, and any Exhibits,
Schedules, and attachments hereto.
  “ ***Board*** ” means
the Board of Directors of MCF.
  “ ***Business
Day*** ” means
any day except a Saturday, Sunday or other day on which commercial banks
in **** New
York **** and the
Cayman Islands **** are
authorized by law to close.
  “ ***Commission*** ” means
the Securities and Exchange Commission.
  “ ***Exchange
Act*** ” means
the Securities Exchange Act of 1934, as amended.
  “ ***Members
of the Immediate Family*** ” means,
with respect to any natural Person, (a) each spouse or natural or adopted
child of such Person; (b) each natural or adopted child of any Person
described in clause (a) above; (c) each trust created solely for the
benefit of one or more of the Persons described in clauses (a) and
(b) above; and (d) each custodian or guardian of any property of one
or more of the Persons described in clauses (a) through (c) above in
his or her capacity as such custodian or guardian.
  “ ***Options*** ” means
any options to subscribe for, purchase or otherwise directly acquire Common
Stock.
  “ ***Permitted
Transferee*** ” means
with respect to Ascend, (i) any Affiliate of Ascend, or (ii) any other
Person which may purchase the Shares from Ascend pursuant to an available
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with applicable state
securities laws or blue sky laws; *provided,
however* , that
each such transferee will be a Permitted Transferee for purposes of this
Agreement only if such transferee has executed and delivered to MCF an
instrument reasonably satisfactory to MCF pursuant to which the transferee
(1) acknowledges that the Shares to be received by such transferee are
subject to all the provisions of this Agreement and (2) becomes a party to
this Agreement as “Ascend” and agrees to be bound by all of the terms and
conditions of this Agreement applicable to Ascend.
  32
 “ ***Person*** ” means
an individual, corporation, partnership, trust, association, limited liability
company or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
  “ ***Public
Offering*** ” means a
public offering and sale of Common Stock for cash pursuant to an effective
registration statement under the Securities Act.
  “ ***Registration
Expenses*** ” means
all (i) registration and filing fees with the Commission, (ii) fees
and expenses of compliance with state securities or blue sky laws (including
commercially reasonable fees and disbursements of a qualified independent
underwriter, if any, counsel in connection therewith and the commercially
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Common Stock and any qualification of the related offering
with the National Association of Securities Dealers, Inc.), (iii) printing
expenses, (iv) fees and expenses of counsel and independent public
accountants for MCF, (v) fees and expenses of any additional experts
retained by MCF in connection with such registration, (vi) fees and
expenses of listing the Common Stock, if any, (vii) rating agency fees,
(viii) transfer taxes, and (ix) commercially reasonable fees and
expenses of one counsel and one independent public accounting firm for the
selling shareholders. The parties understand and agree that Registration
Expenses do not include underwriting fees, discounts or commissions attributable
to the sale of Common Stock by any selling shareholder or fees and expenses for
counsel to any selling shareholders, except as specified above.
  “ ***Rule
144*** ” means
Rule 144 under the Securities Act, as such rule may be amended from time to
time.
  “ ***Securities
Act*** ” means
the Securities Act of 1933, as amended.
  “ ***Transfer*** ” means
to offer, sell, assign, gift, grant a participation in, pledge, hypothecate,
grant a charge with respect to, or otherwise transfer directly or
indirectly.
  “ ***Transfer
Agent and Registrar*** ” means
OTC Stock Transfer Inc. a company based in Salt Lake City, Utah, in its capacity
as transfer agent and share registrar for the shares of MCF.
  “ ***Transferee*** ” means
any Person to whom any Ascend Transfers any Shares other than in a sale pursuant
to an effective registration statement or without registration pursuant to
Rule 144.
  Capitalized
terms used herein but which are not otherwise defined in this Agreement shall
have the respective meanings ascribed to such terms, respectively, in the Stock
Purchase Agreement.
  **ARTICLE
III**
 **MISCELLANEOUS**
  3.1.  Headings . The
headings in this Agreement are for convenience of reference only and will not
control or affect the meaning or construction of any provisions
hereof.
  3.2.  Entire
Agreement . Except
for restrictions on Transfers of Shares set forth in other agreements, plans or
documents, this Agreement, the Stock Purchase Agreement, the Escrow Agreement
and the other documents delivered pursuant thereto constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement. This Agreement supersedes all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter of
this Agreement.
  33
 3.3.  Notices . All
communications under this Agreement shall be in writing and shall be delivered
by hand or mailed by overnight courier:
  3.3.1.  if to
Ascend, at Ascend
Services Ltd., Regatta Office Park, Leeward 4, Ground Floor, 1158 D West Bay
Road, P.O. Box 10578 APO, Grand Cayman, Cayman Islands , marked
for the attention of Bruce Donaldson, General Counsel, or at such other address
as Ascend may have furnished MCF in writing, with copies to Ropes & Gray
LLP, 45 Rockefeller Plaza, New York, New York 10111-0087, marked for the
attention of Sanford B Kaynor Jr., Esq., or
  3.3.2.  if to
MCF, at MCF Corporation, 600 California Street, 9 th Floor,
San Francisco, CA 94108, marked for the attention of Robert E. Ford, President,
or at such other address as it may have furnished in writing to Ascend, with
copies to MCF Corporation, 600 California Street, 9 th Floor,
San Francisco, CA 94108, marked for the attention of Christopher Aguilar,
General Counsel.
  Any
notice so addressed shall be deemed to be given: if delivered by hand, on the
date of such delivery; if mailed by courier, on the first business day following
the date of such mailing.
  3.4.  Severability . The
invalidity or unenforceability of any provisions of this Agreement in any
jurisdiction will not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of this Agreement, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder will be enforceable to the fullest extent permitted by
law.
  3.5.  Termination . This
Agreement may be terminated at any time by an instrument in writing signed by
MCF and the majority in interest of Ascend.
  3.6.  Successors,
Assigns and Transferees . The
provisions of this Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors and Permitted
Transferees. MCF acknowledges and agrees that, after the date of this Agreement,
Ascend will seek to transfer the Shares and its rights hereunder to a Permitted
Transferee and MCF undertakes to use its commercially reasonable efforts
(including providing any instruction required by the Transfer Agent and
Registrar) to assist Ascend with executing the assignment on a timely basis of
the Shares and its rights hereunder to the Permitted Transferee identified in
writing to MCF. Except as expressly contemplated hereby, neither this Agreement
nor any provision hereof will be construed so as to confer any right or benefit
upon any Person other than the parties to this Agreement and their respective
successors and Permitted Transferees.
  3.7.  Amendments;
Waivers .
  3.7.1.  No
failure or delay on the part of any party in exercising any right, power or
privilege hereunder will operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided will be cumulative and not exclusive of any rights or remedies provided
by law.
  3.7.2.  This
Agreement may be amended, modified or extended, and the provisions hereof may be
waived, only by an agreement in writing signed by MCF and Ascend.
  34
 3.8.  Counterparts . This
Agreement may be executed in any number of counterparts, each of which will be
an original with the same effect as if the signatures thereto and hereto were
upon the same instrument.
  3.9.  Remedies . The
parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties will without posting a bond be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, and each party hereby consents to the entry
thereof.
  3.10.  Legal
Prohibitions . To the
extent that the exercise, right or the performance of any obligation by Ascend
under this Agreement is prohibited by law, Ascend and the other parties hereto
agree to use all reasonable efforts to achieve reasonable and lawful alternative
arrangements designed to provide Ascend or such other parties, as the case may
be, the economic benefit from the exercise of such right or the performance of
such obligation.
  3.11.  Certain
Interpretive Matters . No
provision of this Agreement will be interpreted in favor of, or against, any of
the parties hereto by reason of the extent to which any such party or its
counsel participated in the drafting thereof or by reason of the extent to which
any such provision is inconsistent with any prior draft hereof.
  3.12.  Applicable
Law . This
Agreement will be governed by and construed in accordance with the domestic
substantive laws of the State of Delaware without regard to the conflict or
choice of laws rules of any jurisdiction that would cause the application of the
domestic substantive laws of any jurisdiction other than the State of
Delaware.
  3.13.  Consent
to Jurisdiction . EACH
PARTY:
  (A)  IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF
CALIFORNIA OR THE UNITED STATES DISTRICT COURTS FOR THE NORTHERN DISTRICT OF
CALIFORNIA LOCATED IN THE CITY AND COUNTY OF SAN FRANCISCO FOR THE PURPOSE OF
ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT
OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED TO MCF AND AGREES THAT ANY
SUCH PROCEEDING SHALL BE BROUGHT OR MAINTAINED ONLY IN SUCH COURTS AND THAT SUCH
PARTY WILL NOT CAUSE ANY SUCH PROCEEDING TO BE BROUGHT OR MAINTAINED IN ANY
FORUM OTHER THAN ONE OF THE ABOVE-NAMED COURTS;
 
 (B)  TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW, WAIVES AND AGREES NOT TO ASSERT, BY WAY
OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH PROCEEDING BROUGHT IN ANY OF
THE ABOVE-NAMED COURTS, ANY CLAIM THAT SUCH PARTY IS NOT SUBJECT PERSONALLY TO
THE JURISDICTION OF SUCH COURT, THAT SUCH PARTY’S PROPERTY IS EXEMPT OR IMMUNE
FROM ATTACHMENT OR EXECUTION, THAT SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF SUCH PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT;
AND
 
 35
 (C)  TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW, CONSENTS TO SERVICE OF PROCESS IN ANY
SUCH PROCEEDING IN ANY MANNER PERMITTED BY THE LAWS OF THE STATE OF NEW YORK,
AGREES THAT SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, AT THE ADDRESS SPECIFIED PURSUANT TO SECTION&NBSP;3.3 IS
REASONABLY CALCULATED TO GIVE ACTUAL NOTICE, AND WAIVES AND AGREES NOT TO ASSERT
BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH PROCEEDING ANY CLAIM
THAT SERVICE OF PROCESS MADE IN ACCORDANCE WITH THIS PARAGRAPH DOES NOT
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS.
  3.14.  WAIVER
OF JURY TRIAL . TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY
WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY PARTY IN
CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH PARTY MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 3.14 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHTS TO
TRIAL BY JURY.
  [ *The
remainder of this page is intentionally left blank.* ]
 
 36
 
 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
 
 ****MCF:****
    MCF
      CORPORATIONDate:
    By:Name: Gregory S. CurhanTitle: Executive Vice President
  **ASCEND:**ASCEND SERVICES LTD.By:Name: Christopher DanielsTitle:
      Managing Director
   37