Exhibit 10.19 THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH ON THE REVERSE. PROMISSORY NOTE ISSUED BY BOARDRUSH LLC 6.32% Secured Non-Recourse Note due 2004 No. 1 $2,250,000 Boardrush LLC, a limited liability company formed under the laws of the State of New York ("Issuer"), for value received, hereby promises to pay to JFAX Communications, Inc., or registered assigns (the "holder"), the principal sum of two million two hundred fifty thousand dollars ($2,250,000) on March 17, 2004, and to pay interest thereon from March 17, 1997 (the "Funding Date") or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable monthly on the last Business Day of each month, commencing in April 1997, at a rate of 6.32% per annum. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note (or a predecessor note) is registered at the close of business on the fifth Business Day next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular record date and may either be paid to the person in whose name this Note is registered at the close of business on a special record date for the payment of such defaulted interest, to be fixed by the Issuer, or be paid at any time in any other lawful manner. This Note is issued pursuant to a Note Agreement, dated as of the Funding Date, between the Issuer and JFAX Communications, Inc., as the initial Investor named therein (the "Note Agreement") and is subject to the provisions thereof, including the restrictions on transfer contained therein. The Notes shall be issuable solely in denominations of $100,000 and integral multiples of $1,000 in excess thereof. Terms used herein and not otherwise defined shall have the meanings set forth in the Note Agreement. The indebtedness evidenced by this Note is, to the extent provided in the Note Agreement, subject to the provisions stating that this Note is a non- -1- recourse obligation of the Issuer, with recourse solely against the Collateral, as provided in Section 5.2 of the Note Agreement, and provisions permitting payment of this Note by the Issuer through the provision of consulting services to JFAX Communications, Inc., as provided in Section 5.3 of the Note Agreement, and this Note is issued subject to the provisions of the Note Agreement with respect thereto, including Section 5.4 of the Note Agreement. The holder of this Note, by accepting the same, agrees to and shall be bound by such provisions. Payment of this Note will be made by wire transfer to the address or account specified by the holder or, in the absence of such specification, by check mailed to the holder at his address appearing in the Notes register. Upon the occurrence of any Event of Default under the Note Agreement, this Note (including principal, interest, and all other amounts) shall be immediately due and payable. This Note is subject to redemption, either (a) mandatorily, in whole, at such time as the common stock of JFAX Communications, Inc. has become publicly traded (as defined for purposes of the Note Agreement) and the Issuer, Mr. Jens Muller and their Affiliates have sold at least $4 million in value of such common stock, or (b) optionally, in whole or in part, at the option of the Issuer after the second anniversary of the Funding Date, in either case at 100% of the principal amount hereof (or the portion to be redeemed) together with accrued interest to the redemption date, as set forth in the Note Agreement. The Notes are issuable only in registered form without coupons and transfers will be effected only on the Notes register maintained as provided in Section 7.5 of the Note Agreement. The undersigned Issuer hereby waives presentment, demand, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note. -2- IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed. Dated: March 17, 1997 BOARDRUSH LLC By: /s/ Jens Muller ----------------------------------- Name: Jens Muller Title: Manager THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE THEREWITH. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE NOTE AGREEMENT, DATED AS OF MARCH ___, 1997, BETWEEN BOARDRUSH LLC, AS ISSUER, AND JFAX COMMUNICATIONS, INC., AS THE INVESTOR NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF JFAX COMMUNICATIONS, INC., AND WHICH RESTRICTIONS REQUIRE, AS A CONDITION TO ANY TRANSFER, APPROPRIATE DOCUMENTATION TO EVIDENCE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, INCLUDING AN OPINION OF COUNSEL WITH RESPECT THERETO. NO REGISTRATION OF TRANSFER OF THIS SECURITY WILL BE EFFECTED ON THE NOTES REGISTER UNLESS AND UNTIL SUCH RESTRICTIONS ARE COMPLIED WITH. -3-