Exhibit 10.13 ------------- CONSENT TO AMENDMENT CONSENT TO AMENDMENT, dated as of April 16, 1999 and effective as of January 1, 1999, acknowledged by JFAX.COM, Inc., a Delaware corporation (the "Company") and executed by the undersigned (the "Investors"). RECITALS -------- WHEREAS, the Investors and JFAX Communications, Inc. are parties to a Preferred Stock and Warrants Purchase Agreement (the "Agreement"), dated as of July 2, 1998; WHEREAS, the Investors own 4,000 shares of Series A Usable Redeemable Preferred Stock (the "Preferred Stock") of the Company and 2,000,000 Warrants to purchase 2,000,000 shares of common stock of the Company (the "Warrants"), both of which were issued pursuant to the Agreement; and WHEREAS, the Investors are holders of a majority in interest of the Preferred Stock and a majority in interest of the Warrants. NOW, THEREFORE, the Investors hereby consent to amend the Agreement, and the Company acknowledges such amendment, as follows: Section 1. Amendment. Pursuant to Section 11.B. of the Agreement, --------- which permits the Agreement to be amended by the holders of a majority in interest of the Preferred Stock and a majority in interest of the Warrants, the Investors hereby consent to amend the Agreement by deleting Section 4.C. and Section 4.D. from the Agreement. ACKNOWLEDGED BY: JFAX.COM, INC. By: /s/ Richard S. Ressler ---------------------------- Name: Richard S. Ressler Title: Chief Executive Officer IN WITNESS WHEREOF, the Investors have caused this Consent to be executed and delivered by their respective officers thereunto duly authorized as of the effective date written above. ORCHARD/JFAX INVESTORS, L.L.C. 10960 Wilshire Blvd., 5th Floor Los Angeles, California 90024 New York, New York 10019 Attention: Richard Ressler 500 Shares of Stock: Series A Preferred Stock: By: /s/ Richard S. Ressler 250,000 Warrants to purchase -------------------------- 250,000 shares of Common Stock Name: Richard S. Ressler Manager DLJ CAPITAL CORPORATION 277 Park Avenue New York, NY 10172 2,800 Shares of Series A Preferred Stock: By: /s/ Ivy Dodes 1,400,000 Warrants to purchase ------------------------- 1,400,000 shares of Common Stock Name: Ivy Dodes Title: Vice President DLJ PRIVATE EQUITY EMPLOYEES FUND, L.P. 277 Park Avenue New York, NY 10172 By: DLJ LBO PLANS MANAGEMENT CORPORATION Its General Partner 71 Shares of Series A Preferred Stock: By: /s/ Ivy Dodes 35,500 Warrants to purchase ------------------------- 35,500 shares of Common Stock Name: Ivy Dodes Title: Vice President DLJ FUND INVESTMENT PARTNERS II, L.P. 277 Park Avenue New York, NY 10172 By: DLJ LBO PLANS MANAGEMENT CORPORATION Its General Partner 629 Shares of Series A Preferred Stock: By: /s/ Ivy Dodes 314,500 Warrants to purchase ------------------------- 314,500 shares of Common Stock Name: Ivy Dodes Title: Vice President