Letter Agreement Modifying Equity Line of Credit Between HomeSeekers.com, Inc. and Alpha Venture Capital, Inc.

Summary

This letter agreement, dated December 15, 2000, is between HomeSeekers.com, Inc. and Alpha Venture Capital, Inc. It clarifies the initial stock sale and put option under their existing Equity Line of Credit Agreement. The agreement confirms that the initial put has been completed and sets the timing and amount for the second put at $1,000,000, exercisable 30 trading days after December 8, 2000. All other terms of the original agreement remain unchanged. Both parties have signed to acknowledge their understanding and acceptance of these terms.

EX-1.2 3 a2033007zex-1_2.txt LETTER AGREEMENT EXHIBIT 1.2 December 15, 2000 Alpha Venture Capital, Inc. Avarua Rarotonga Cook Islands Attention: Mr. Barry Herman, Director Gentlemen: Reference is made to the Equity Line of Credit Agreement, dated as of December 4, 2000 (the "Agreement"), between Alpha Venture Capital, Inc., a corporation organized and existing under the laws of the Cook Islands ("Alpha"), and HomeSeekers.com, Incorporated, a Nevada corporation ("HMSK"). Capitalized terms used in this letter agreement that are not otherwise defined have the meanings assigned to those terms in the Agreement. It is our understanding that the previously consummated sale of HMSK common stock to Alpha pursuant to the Subscription Agreement, dated as of December 4, 2000, between Alpha and HMSK and the Put contemplated by the Put Purchase Notice attached hereto as EXHIBIT A collectively constitute the initial Put contemplated by clause (i) of Section 2.1(b) of the Agreement. In addition, we understand that no action taken by either Alpha or HMSK with respect to the matters referenced in the preceding sentence shall constitute an amendment to the Put schedule contained in Section 2.1(b) of the Agreement and that, except as described herein, such Put schedule shall remain in full force and effect. Therefore, the second Put may be exercised on the thirtieth (30th) Trading Day after December 8, 2000 in the amount of $1,000,000. Except as expressly modified by this letter agreement, the Agreement shall otherwise remain in full force and effect. If the foregoing correctly sets forth your understanding of our agreement, please execute this letter agreement in the space provided below. Very truly yours, HOMESEEKERS.COM, INCORPORATED By: /s/ ------------------------------- Name: Dennis P. Gauger Title: Chief Financial Officer AGREED AND ACCEPTED ALPHA VENTURE CAPITAL, INC. By: /s/ --------------------------- Name: Barry Herman Title: Director EXHIBIT A PUT PURCHASE NOTICE Reference is made to the Equity Line of Credit Agreement dated as of December 4, 2000 (the "Agreement"), between HomeSeekers.com, Inc., a Nevada corporation (the "Company") and Alpha Venture Capital, Inc. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement. In accordance with and pursuant to Section 2.2 of the Agreement, the Company hereby issues this Put Purchase Notice to exercise a Put request for the Put Amount indicated below. Put Amount: $500,000 Valuation Period start date: 12/4/00 Valuation Period end date: 12/15/00 Put Closing Date: 12/19/00 Dated: 12/8/00 HomeSeekers.com, Incorporated By: /s/ John Giaimo ------------------------------- Name: John Giaimo Title: President and COO Address: Facsimile No.: Wire Instructions: ---------------- Contact Name: