<PAGE> 1
EXHIBIT 10.5
ALLONGE
TO
PROMISSORY NOTE
This Allonge dated as of July 13, 2000 is attached to and forms a
part of that certain Promissory Note dated May 5, 2000 (the "Note") in the
original principal amount of $5,000,000 issued by eFAX.com, a Delaware
corporation ("Borrower") in favor of JFAX.COM, Inc. ("Lender").
The Note is hereby amended by changing the definition of "Maturity
Date" in the first sentence thereof by:
(A) deleting the phrase "on the later of (i) August 31, 2000 and
(ii) the date which is sixty (60) days following the date, if any, upon which
the Lender terminates merger discussions with Borrower (other than following a
breach by Borrower of its obligations under the letter of intent, dated as of
April 5, 2000, between Borrower and Lender) prior to the execution of a
definitive merger agreement or upon which any such definitive merger agreement
is terminated as a result of a failure to obtain approval of the Lender's
shareholders or as a result of a material breach by the Lender thereunder (the
"Maturity Date")" and
(B) replacing such phrase with the following: " on the later of (i)
October 31, 2000 and (ii) the date which is sixty (60) days following the date,
if any, upon which the Agreement and Plan of Merger dated as of the date hereof
(the "Merger Agreement") between and among the Borrower, Lender and JFAX.COM
Merger Sub, Inc. is terminated as a result of a failure to obtain approval of
Lender's shareholders or as a result of a material breach by Lender thereunder
(the "Maturity Date"); provided, however, that upon a "Borrower Merger Failure"
(as hereinafter defined), the Maturity Date shall be immediately accelerated to
the later of (x) August 31, 2000 and (y) the date upon which such Borrower
Merger Failure occurs (a "Borrower Merger Failure" shall be deemed to occur in
the event that any of the events described in Section 8.4(a) of the Merger
Agreement occurs or in the event that Borrower's shareholders fail to approve
the proposed merger)."
Except as amended hereby, the Note remains unchanged and in full
force and effect.
eFAX.com
By /s/ TODD J. KENCK
----------------------------
Approved and Accepted:
JFAX.COM, Inc.
By /s/ STEVEN J. HAMERSLAG
----------------------------
