Exhibit
10.44


****


**THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SUCH ACT.**




**ASCEND
SERVICES LTD.**




**Note
Due February 28, 2006**




**Up to US$1,500,000**
    **April
      29, 2005**




In
connection with the Stock Purchase Agreement between MCF Corporation, a Delaware
corporation, (“ ***MCF*** ”) and
Ascend Services Ltd., an Exempted Company incorporated in the Cayman Islands
with Limited Liability, (“ ***Ascend*** ”) dated
as of April 29, 2005 (the “ ***Purchase
Agreement*** ”),
Ascend issues this promissory note (the “ ***Note*** ”).




1.  PRINCIPAL.
Subject to the provisions of Section 3.3, Ascend hereby promises to pay the
Principal Amount (as such term is defined in the following sentence) to MCF on
the earliest to occur of:




1.1  February
28, 2006 (the “ ***Maturity
Date*** ”);




1.2  if an
Event of Default occurs, the day that is one (1) Business Day after the date on
which such event occurs (the “ ***Default
Due Date*** ”);
and




1.3  the
Prepayment Date,




such
earliest day to occur, the “ ***Payment
Date*** ”; *provided* , that
this note shall be returned marked as “Paid-in-full” by MCF simultaneously with
the payment of the then outstanding Principal Amount. As used herein, the term
“ ***Principal
Amount*** ” means,
on any day, an amount equal to the greater of (a) US$0 and (b) the sum of the
following:




(1) on,
and after, the date which the condition in Section 10.1 of the Escrow Agreement
is satisfied and on which the related stock certificate is released from the
Escrow Agreement and delivered to, or to the order of, Ascend (such day, the
“ ***First
Accrual Date*** ”),
US$500,000;




(2) on,
and after, the date which the condition in Section 10.2 of the Escrow Agreement
is satisfied and on which the related stock certificate is released from the
Escrow Agreement and delivered to, or to the order of, Ascend (such day, the
“ ***Second
Accrual Date*** ”),
US$500,000; and,




(3) on,
and after, the date which the condition in Section 10.3 of the Escrow Agreement)
is satisfied and on which the related stock certificate is released from the
Escrow Agreement and delivered to, or at the order of, Ascend (such day, the
“ ***Third
Accrual Date*** ”),
US$500,000;




as such
amount may be reduced from time to time pursuant to Section 3.3.




2.  INTEREST.
On the Payment Date, Ascend will pay to MCF an amount equal to interest on the
weighted average amount of the Principal Amount during the period from the date
hereof to the Payment Date calculated at a rate of 10% per annum.




3.  PAYMENT
PROVISIONS; PREPAYMENT; PARTIAL PREPAYMENTS.




3.1  Payment
Provisions . All
payments to be made hereunder by Ascend shall be made in the manner that MCF
reasonably requests in writing, such writing to be received by Ascend no less
than five (5) Business Days before the day on which any such payment is to be
made.




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3.2  Prepayment . With
five (5) Business Days notice to MCF, Ascend may designate any Business Day
prior to February 28, 2006 for the payment of the Principal Amount (such day,
the “ ***Prepayment
Date*** ”).




3.3   Partial
Prepayments .
Notwithstanding anything herein to the contrary, Ascend may, on any Business Day
(the “ ***Partial
Prepayment Date*** ”) with
five (5) Business Days notice to MCF, partially prepay the Principal Amount to
MCF (any such partially prepaid amount, the “ ***Partial
Prepayment Amount*** ”); *provided* , that
Ascend may only make such partial prepayment if it also simultaneously pays an
amount to MCF equal to interest on the Partial Prepayment Amount calculated at a
rate of 10% per annum based on the actual number of days elapsed from (1) the
First Accrual Date, in respect of any part of the first US$500,000 so prepaid,
to the Partial Prepayment Date, (2) the Second Accrual Date, in respect of any
part of the second US$500,000 so prepaid, to the Partial Prepayment Date and (3)
the Third Accrual Date, in respect of any part of the last US$500,000 so
prepaid, to the Partial Prepayment Date. If Ascend pays any Partial Prepayment
Amount to MCF pursuant to this Section 3.3, then the Principal Amount due
hereunder shall be reduced on the Partial Prepayment Date by the Partial
Prepayment Amount on a dollar-for-dollar basis.




4.  DEFAULTS.




4.1  Each of
the following shall be an “ ***Event
of Default*** ”:




4.1.1  Ascend
fails (i) to make any payment hereunder when due; or (ii) to perform
any of its obligation hereunder (other than any payment obligation), which
failure is not cured within 30 days after Ascend has received written
notice of such failure from MCF and which failure has a material adverse effect
on MCF’s rights hereunder;




4.1.2  Ascend:




(i)  commences
a voluntary bankruptcy case concerning itself in any jurisdiction;




(ii)  has
commenced against it an involuntary bankruptcy case and the petition for such
case is not controverted within ten days or is not dismissed within 60 days of
the commencement of the case;




(iii)  has
appointed for it a trustee in bankruptcy, receiver, administrative receiver or
other analogous party to take charge of all or substantially all of its
property;




(iv)  has filed
against it any proceeding under any reorganization, arrangement, adjustment of
debt, relief of debtors, dissolution, insolvency or liquidation or similar law
of any jurisdiction whether now or hereafter in effect, which such proceeding
remains undismissed for a period of 60 days or shall suffer the appointment of
any receiver or custodian or the like for it or a substantial part of its
property which continues undischarged or unstayed for a period of 60 days;




(v)  makes a
general assignment for the benefit of its creditors;




(vi)  takes any
corporate action for the purpose of effecting any of the foregoing;
or




(vii)  admits
its inability to pay its debts generally as they become due or otherwise
acknowledges its insolvency;




4.1.3  a Change
of Control occurs; and





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4.1.4  all or
any part of any Senior Indebtedness is accelerated or becomes due or payable
prior to its stated maturity pursuant to the default provisions related thereto.





4.2  Default
Interest Rate . If any
amounts due hereunder are not paid or provided for on their respective due
dates, then, to the extent permitted by applicable law, interest shall accrue on
such amounts at a rate of 12% per annum.




4.3  Annulment
of Defaults . MCF may
waive any event or occurrence that would otherwise constitute an Event of
Default hereunder. Any such waiver shall be in writing and delivered to Ascend.
No waiver or statement of satisfactory cure pursuant to this Section 4.3 shall
extend to or affect any subsequent event or occurrence that would otherwise
constitute an Event of Default hereunder not specifically identified in such
waiver or statement of satisfactory cure or impair any of the rights of MCF upon
the occurrence thereof.




5.  NO
ASSIGNMENT.




5.1  No
Assignment . This
Note may not be transferred or assigned either in whole or in part.




6.  COVENANTS
OF ASCEND.




6.1  Default
Notices . If the
lender of any Indebtedness delivers a notice of default in respect thereof to
Ascend, Ascend shall promptly give notice thereof to MCF.




7.  DEFINED
TERMS.




7.1  Unless
the context otherwise requires, capitalized terms used in this Note have the
respective meanings ascribed to such terms in the other Sections of this Note or
in the following Subsections.




7.2  The term
“ ***Affiliate*** ” means,
with respect to any specified Person, any Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with, the Person specified.




7.3  The term
“ ***Business
Day*** ” has the
meaning ascribed to such term in the Purchase Agreement.




7.4  The term
“ ***Change
of Control*** ” means
(i) any change in the ownership of the capital stock of Ascend if,
immediately after giving effect thereto, any Person (or group of Persons acting
in concert) other than the current stockholders of Ascend will have the direct
or indirect power to elect a majority of the members of the board of directors
of Ascend, or (ii) any sale or other disposition of all or substantially
all of the assets of Ascend (including without limitation by way of a merger or
consolidation or through the sale of all or substantially all of the stock of
its subsidiaries or sale of all or substantially all of the assets of Holdings
and its subsidiaries, taken as a whole) to another Person (the “ ***Change
of Control Transferee*** ”) if,
immediately after giving effect thereto, any Person (or group of Persons acting
in concert) other than the current stockholders of Ascend will have the power to
elect a majority of the members of the board of directors (or other similar
governing body) of the Change of Control Transferee.




7.5  The term
“ ***Escrow
Agreement*** ” means
that certain escrow agreement entered into by and between Ascend, MCF and Wells
Fargo Bank, N.A., as escrow agent, on the date hereof.




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7.6  The term
“ ***Indebtedness*** ” means
all amounts at any time owing by Ascend to any Person in respect of any
indebtedness for borrowed money, including without limitation principal,
interest, premiums, fees, indemnification and expenses related to such
indebtedness required to be paid by the instruments and agreements relating to
such indebtedness.




7.7  The term
“ ***Person*** ” means
an individual, partnership, corporation, limited liability company, association,
trust, joint venture, unincorporated organization or other entity and any
government, governmental department or agency or political subdivision
thereof.




7.8  The term
“ ***Shares*** ” means
the shares of the common stock of MCF purchased by Ascend pursuant to the
Purchase Agreement.




8.  MISCELLANEOUS.




8.1  Notices . Any
notice or other communication to Ascend or MCF in connection with this Note
shall be deemed to be delivered and received by such addressee if delivered or
made in the manner stipulated in the notice provisions of Section 8.1 of the
Purchase Agreement and to the addresses specified therein, or to such other
address as shall have been provided in writing to MCF or Ascend, as applicable,
by the other party.




8.2  Consent
to Jurisdiction . EACH OF
ASCEND AND MCF (BY ITS ACCEPTANCE OF THIS NOTE) (I) IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK (OR THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK) FOR THE PURPOSE OF
ANY ACTION ARISING OUT OF OR BASED UPON OR RELATING TO THIS NOTE, (II) WAIVES,
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY
OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION, ANY CLAIM THAT HE OR
IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT
HIS OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY
SUCH PROCEEDING BROUGHT IN ONE OF THE ABOVE-NAMED COURTS IS IMPROPER, OR THAT
THIS NOTE OR ANY CONTRACTUAL OBLIGATION RELATING THERETO, OR THE SUBJECT MATTER
HEREOF OR THEREOF, MAY NOT BE ENFORCED IN OR BY ANY SUCH COURT, (III) AGREES NOT
TO COMMENCE ANY ACTION ARISING OUT OF OR BASED UPON OR RELATING TO THIS NOTE
OTHER THAN BEFORE ONE OF THE ABOVE-NAMED COURTS NOR TO MAKE ANY MOTION OR TAKE
ANY OTHER ACTION SEEKING OR INTENDING TO CAUSE THE TRANSFER OR REMOVAL OF ANY
SUCH ACTION TO ANY COURT OTHER THAN ONE OF THE ABOVE-NAMED COURTS WHETHER ON
GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AND (IV) CONSENTS TO SERVICE OF
PROCESS IN ANY SUCH PROCEEDING IN ANY MANNER PERMITTED BY NEW YORK LAW, AND
AGREES THAT SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, AT HIS OR ITS ADDRESS INDICATED IN SECTION 8.1 OF THE PURCHASE
AGREEMENT IS REASONABLY CALCULATED TO GIVE ACTUAL NOTICE.




8.3  Waiver
of Jury Trial . TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF ASCEND
AND MCF (BY ITS ACCEPTANCE OF THIS NOTE) WAIVES AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY
IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION ARISING OUT OF OR BASED UPON OR
RELATING TO THIS NOTE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING.




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8.4  Governing
Law . This
Note shall be governed by and construed in accordance with the domestic
substantive laws of the State of New York without giving effect to any choice or
conflict of law provision or rule that would cause the application of the
domestic substantive laws of any other jurisdiction.




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IN
WITNESS WHEREOF, the undersigned has caused this Note to be executed by a duly
authorized officer as of the date first written above.





ASCEND SERVICES
      LTD.By:Name: Christopher DanielsTitle: Managing
  Director





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