HOMESEEKERS COM INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2048819zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                 PROMISSORY NOTE
Reno, Nevada
January 25, 2001

         1. PROMISE TO PAY. For value received, HomeSeekers.com, Incorporated, a
Nevada corporation ("Borrower") promises to pay to the order of Bradley Rotter,
Trustee of the Bradley N Rotter Self Employed Pension Plan and Trust ("Holder"),
on or before April 9, 2001 (the "Maturity Date") at Holder's office at 1700
Montgomery, Suite 250, San Francisco, California 94111, or at such other place
as Holder may designate, in lawful money of the United States of America, the
principal sum of Five Hundred Thousand Dollars ($500,000) (the "Principal
Indebtedness"), plus interest as computed below.

         2. INTEREST. The outstanding balance of the Principal Indebtedness
shall bear interest at nine percent (9%) per annum, compounded monthly.

         3. PAYMENT OF PRINCIPAL AND INTEREST. The total Principal Indebtedness
and all accrued and unpaid interest thereon shall be due and payable in full on
the Maturity Date, if not sooner paid.

         4. SECURITY AGREEMENT. This Promissory Note is secured by a security
interest in certain personal property assets of Borrower more fully described in
the Security Agreement dated the same date as this Promissory Note between
Borrower, as debtor, and Holder, as secured party.

         5. PREPAYMENT. Borrower shall have the right, at any time, to prepay
all, or any part, of the amounts due hereunder without payment of any premium or
penalty.

         6. WARRANTS. Pursuant to the Warrant Agreement attached hereto as
"Exhibit 1," Borrower will grant Holder Three Hundred Seventy Five Thousand
(375,000) warrants to purchase a share of the common stock of HomeSeekers, par
value $.001 per share, for a purchase price of $.1875 per share. With respect to
the shares of common stock issuable upon the exercise of the warrants, Holder
shall have the registration rights specified in the Registration Rights
Agreement attached hereto as "Exhibit 2."

         7. DEFAULT PENALTY. If the total Principal Indebtedness and all accrued
and unpaid interest thereon is not paid in full on or before the Maturity Date,
then, as a penalty, Borrower shall be required to issue and deliver to Holder
One Hundred Thousand (100,000) warrants to purchase a share of the common stock
of HomeSeekers, par value $.001 per share, for a purchase price of the closing
sale price for a share of HomeSeekers' common stock on the Maturity Date, to be
exercised within three (3) years of issuance, in the form set forth in "Exhibit
3." On every seventh additional day following the Maturity Date that any portion
of the total Principal Indebtedness or accrued and unpaid interest thereon
remains outstanding, Borrower shall issue to Holder an additional One Hundred
Thousand Warrants (100,000) in the form set forth in Exhibit 3, except that the
exercise price shall be the closing sale price for a share of HomeSeekers'
common stock on the date that the warrants are issued.

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         8. LOCK-UP. Holder agrees not to sell any shares represented the
warrants described in this Promissory Note prior to June 25, 2001.

         9. GOVERNING LAW, JURISDICTION AND WAIVER OF VENUE. This Promissory
Note shall be governed by and construed in accordance with the laws of the State
of Nevada regardless of the fact that any of the parties hereto may be or may
become a resident of a different country, state, or jurisdiction. Any suit,
action or proceeding arising out of, or with respect to, this Promissory Note
shall be filed in a court of competent jurisdiction within the County of Washoe,
State of Nevada or in the U.S. District Court for the District of Nevada,
Northern Division. The parties hereby consent to the personal jurisdiction of
such courts within the County of Washoe, State of Nevada and the U.S. District
Court for the District of Nevada, Northern Division. The parties hereby waive
any objections to venue in such courts within Washoe County, State of Nevada and
the U.S. District Court for the District of Nevada, Northern Division.

         10. ATTORNEY FEES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Promissory Note, the prevailing party
shall be entitled to receive from the other its reasonable attorneys' fees,
costs, and necessary disbursements in addition to any other relief to which such
party may be entitled.

         11. WAIVER. This Promissory Note may not be modified, amended,
supplemented, canceled, or discharged, except by written instrument executed by
Borrower and Holder. The failure of Holder to enforce any of the provisions of
this Promissory Note shall not impair the rights of Holder to require
observance, performance, or satisfaction, either of that term or condition as it
applies on a subsequent occasion or of any other term or condition of this
Promissory Note.

         IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be duly
executed by its duly authorized officers, and its corporate seal to be affixed
as of the day and year first above written.

                            HOMESEEKERS.COM, INCORPORATED, a
                            Nevada corporation


                            By: /s/ Dennis P. Gauger
                               ---------------------

                            Title: Chief Financial Officer
                                  ------------------------

                            HOLDER


                            /s/ Bradley Rotter, Trustee
                            ---------------------------
                            Bradley N Rotter Self Employed Pension Plan and
                            -----------------------------------------------
                                      Trust
                                      -----

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