AMENDED AND RESTATED BYLAWS
                                       OF
                          HOMESEEKERS.COM, INCORPORATED

                               ARTICLE I - OFFICES

         The principal office the Corporation shall be located in the City and
State designated as the registered office in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without the
United States as the Board of Directors may, from time to time, determine.

                      ARTICLE II - MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the Shareholders of the Corporation shall be held on a
date and at a time selected by the Board of Directors and at such place as
designated by the Board of Directors each year, for the purpose of electing
Directors of the Corporation to serve during the ensuing year and for the
transaction of such other business as may be brought before the meeting.

Section 2 - Notice of Annual Meetings:

At least ten (10) days written notice specifying the day and hour and place,
when and where the annual meeting shall be convened, shall be mailed in a United
States Post Office, addressed to each of the Shareholders of record at the time
of issuing the notice, at his or her or its address last known, as the same
appears on the books of the Corporation.

If the address of any Shareholder does not appear upon the books of the
Corporation, it will be sufficient to address any notice to such Shareholder at
the last address furnished by such Shareholder to the Secretary of the
Corporation.

Nevertheless, a failure to give such notice, or any irregularity in such notice,
shall not affect the validity of annual meetings or any proceedings had at such
meeting, and in such event these Bylaws shall be, and shall be deemed to be,
sufficient notice of such meeting without requirement of further notice.

Section 3 - Special meetings:

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Special meetings of the Shareholders may be held at the office of the
corporation in the State of Nevada, or elsewhere, whenever called by the
Chairman, or by a majority of the Board of Directors, or by vote of, or by an
instrument in writing signed by the holders of at least fifty-one percent (51%)
of the issued and outstanding capital stock of the Corporation.

Section 4 - Notice of Special Meetings:

At least ten (10) days written notice of such meeting, specifying the day and
hour and place, when and where such meeting Shall be convened, and the objects
for calling the same, shall be mailed in the United States Post office,
addressed to each of the Shareholders of record at the time of issuing the
notice, at his or her or its address last known, as the same appears on the
books of the Corporation.

If the address of any Shareholders do not appear upon the books of the
Corporation, it will be sufficient to address any notice to such Shareholder at
the last address furnished by such Shareholder to the Secretary of the
Corporation.

The written certificate of the officer or officers calling any special meeting
setting forth the substance of the notice, and the time and place of the mailing
of same to the several Shareholders, and the respective addresses to which the
same were to be mailed, shall be prima facie evidence of the manner and fact of
the calling and giving such notice.

Section 5 - Place of Meetings:

All meetings of Shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.

Section 6 - Waiver of Notice:

If all the Shareholders of the Corporation shall waive notice of special
meetings, no notice of such meeting shall be required, and whenever all the
Shareholders shall meet in person or by proxy such meeting shall be valid for
all purposes without call or notice and at such meeting any corporate action may
be taken.

Section 7 - Quorum:

At all Shareholders' meetings, the holders of fifty-one percent (51%) in amount
of the entire issued and outstanding capital stock of the Corporation shall
constitute a quorum for all the purposes of such meetings.


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If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend, in person or by proxy, at the time and place fixed by these
Bylaws for any annual meeting, or fixed by a notice as above provided for any
annual meeting, or fixed by a notice as above provided for a special meeting, a
majority in interest of the Shareholders present in person or by proxy may
adjourn from time to time without notice other than by announcement at the
meeting, until holders of the amount of stock requisite to constitute a quorum
shall attend. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted as originally
called.

Section 8 - Voting:

At each meeting of the Shareholders, every Shareholder shall be entitled to vote
in person or by his duly authorized proxy appointed by instrument in writing
subscribed by such Shareholder. Each Shareholder shall have one (1) vote for
each share of stock standing registered in his or her or its name on the books
of the Corporation, ten (10) days preceding the day of such meeting. The votes
for Directors, and upon demand by any Shareholder, the votes upon any question
before the meeting, shall be by roll call vote.

At each meeting of the Shareholders a full, true and complete list, in
alphabetical order, of all the Shareholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the secretary of
the Corporation, shall be furnished, which list shall be prepared at least ten
(10) days before such meeting, and shall be open to the inspection of the
shareholders, or their agent or proxies, at the place where such meeting is to
be held, and for ten (10) days prior thereto. Only the persons in whose names
shares of stock are registered on the meeting, as evidenced by the list of
Shareholders so furnished, shall be entitled to vote at such meeting. Proxies
and powers of attorney to vote must be filed with the Secretary of the
Corporation before an election or a meeting of the Shareholders, or they cannot
be used at such election or meeting.

Section 9 - Order of Business:

At the Shareholders' meetings, the regular order of business shall be as
follows.

1.       Reading, and approval of the Minutes of previous meeting or meetings;

2.       Reports of yearly activity to Shareholders, to be prepared and provided
         by the Board of Directors;

3.       Election of Directors;

4.       Financial review;

5.       Appointment of auditors;

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6.       Unfinished business;

7.       New business;

8.       Adjournment.

Section 10 - Conduct of Election:

At each meeting of the Shareholders, the polls shall be opened and closed: the
proxies and ballots issued, received, and be taken in charge of, for the purpose
of the meeting; and all questions touching the qualifications of voters and the
validity of proxies, and the acceptance or rejection of votes, shall be decided
by two (2) inspectors. Such inspectors shall be appointed at the meeting by the
presiding officer of the meeting.

                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number:

The number of Directors which shall constitute the whole board shall be nine (9)
all of whom shall be of full age and at least one (1) of whom shall be a citizen
of the United States. The number of Directors may from time to time be decreased
to not less than one (1) or increased by amending this section of the Bylaws.
The Directors shall be elected at the annual meeting of the Shareholders and
except as provided in Section 2 of this Article, each Director elected shall
hold office until his successor is elected and qualified. Directors need not be
Shareholders.

Section 2 - Classification And Elections

The Directors shall be classified with respect to the time for which they
severalty hold office, into two classes, as nearly equal in number as possible
as the then total number of Directors constituting the entire board permits,
pursuant to the provisions of Section 1 hereof. At each annual meeting of the
Shareholders, the successors to the class of Directors whose term expires at
that meeting shall be elected, by a plurality of the votes cast, to hold office
for a term expiring at the annual meeting of the Shareholders held in the second
year following the year of their election and until their successors have been
duly elected and qualified. Any Director may resign at any time upon notice to
the Corporation. Directors need not be Shareholders.

Section 3 - Classification of Board of Directors.

The five (5) members of the initial Board of Directors is classified as follows:

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         (a) The first class shall be composed of one (1) Director and shall
hold office for a term expiring at the 1995 annual meeting of Shareholders, Dr.
Jack Kelly and Douglas Swanson shall be the initial directors in this class of
directors;

         (b) The second class shall be composed of three (3) Directors and shall
hold office for a term expiring at the 1996 Annual meeting of Shareholders.
William Tomerlin, Greg Johnson and Lester Lorentzen shall be the initial
directors in this class of directors;

Each successor to any of the foregoing Directors shall be classified within his
predecessor's class of Directors. The Directors determined, at the first meeting
of the Board of Directors, the class to which each Director shall belong.

Section 4 - Duties and Powers

The Board of Directors is invested with the complete and unrestrained authority
in the management of all the affairs of the Corporation, and is authorized to
exercise for such purpose as the General Agent of the Corporation, its entire
corporate authority.

The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation, and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation by
statute expressly conferred upon or reserved to the Shareholders.

The Chairman of the Board of Directors shall make a report to the shareholders
at annual meetings of the Shareholders of the condition of the Corporation, and
shall, on request, furnish each of the Shareholders with a true copy thereof.

The Board of Directors, in its discretion, may submit any contract or act for
approval or ratification at any annual meeting of the Shareholders called for
the purpose of considering any such contract or act, which, if approved, or
ratified by the vote of the holders of a majority of the capital stock of the
corporation represented in person or by proxy at such meeting, provided that a
lawful quorum of Shareholders be there represented in person or by proxy, shall
be valid and binding upon the Corporation and upon all the Shareholders thereof,
as if it has been approved or ratified by every Shareholder of the Corporation.

Section 5 - Place of Meetings:

Meetings of the Directors may be held at the principal office of the Corporation
in the State of Nevada, or elsewhere, at such place or places as the Board of
Directors may, from time to time determine.

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Section 6 - Annual Meeting of Directors; Notice;

Immediately following each annual meeting of Shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, election
of officers, and the transaction of other business. Notice of such meeting is
hereby dispense with.

Section 7 - Regular Meetings of Directors; Notice;

The time for other regular meetings of the Board of Directors, if and when held,
shall be as determined by the Board of Directors. If any regular meeting date
shall fall on a legal holiday, then the regular meeting date shall be the
business day next following. The time for the next regularly scheduled meeting
of the Board of Directors may be changed by a majority vote of the Directors at
any preceding meeting of the Directors.

No notice shall be required to be given of any regular meeting of the Board of
Directors, but each Director shall take notice thereof.

Section 8 - Special Meeting of Directors; Notice:

A special meeting of the Board of Directors shall be held whenever called by the
Chairman or by two (2) Directors. Any and all business may be transacted at a
special meeting. Each call for a special meeting shall be in writing, signed by
the person or persons making the same, addressed and delivered to the Secretary,
and shall state the time and place of such meeting,

Notice of each special meeting of the Board of Directors shall be given to each
of the Directors by mailing to each of them a copy of such notice at least seven
(7) days prior to the time fixed for such meeting to the address of such
Director as shown on the books of the Corporation. If his address does not
appear on the books of the Corporation, then such notice shall be addressed to
him at HomeSeekers.com, Incorporated, 2241 Park Place, Suite E, Minden, Nevada
89423.

Section 9 - Waiver of Notice:

When all the Directors of the Corporation are present at any meeting of the
Board of Directors, however called or noticed, and sign a written consent
thereto on the record of such meeting, or if the majority of the Directors are
present, and if those not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holder of such meeting, which said waiver
shall be filed with the Secretary of the Corporation, the transactions of such
meeting are as valid as if had at a meeting regularly called and noticed.

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Section 10 - Quorum and Adjournments:

A majority of the Board of Directors in office shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there be less than a
quorum present, a majority of those present may adjourn from time to time, until
a quorum shall be present, and no notice of such adjournment shall be required.
The Board of Directors may prescribe rules not in conflict with these Bylaws for
the conduct of its business.

Section 11 - Manner of Acting:

         (a) At all meetings of the Board of Directors, each Director present
shall have one (1) vote, irrespective of the number of shares of stock, if any,
which he may hold.

         (b) Except as otherwise provided by statute, by the Certificate of
incorporation, or by these Bylaws, the action of a majority of the Directors,
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized, in writing, by all of the Directors
entitled to vote thereon and filed with the Minutes of the Corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the board.

Section 12 - Action by Unanimous Written Consent of Directors:

Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the Minutes of the proceedings of the Board, and such action
by written consent shall have the same force and effect as a unanimous vote of
such Directors. Any certificate or other document which relates to action so
taken shall state that the action was taken by unanimous written consent of the
Board of Directors without a meeting, and that these Bylaws authorize the
Directors to so act.

Section 13 - Order of Business:

The regular order of business at meetings of the Board of Directors shall be as
follows:

1.       Roll call of Directors.

2.       Approval of agenda.

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3.       Approval of the Minutes of the prior Director's meeting and action on
         any recommendations of any standing committee.

4.       Report by the Treasurer on financial condition of the Corporation and
         financial operating results since the last meeting.

5.       Report by the President on operating results.

6.       General counsel report.

7.       Other items requiring Board action, including any committee reports.

8.       Reports by selected members of management as requested by the chairman
         of the Board.

9.       Special report on operating or financial data requested by Directors.

10.      Old business.

11.      New business.

12.      Open discussion.

13.      Adjournment.

Section 14 - Telephonic meetings:

Nothing herein contained shall prevent or render void any action taken by the
Board of Directors through the use of telephones, telegraphs, computers, word
processing machines or other electronic devices so long as such action is
otherwise consistent with these Bylaws.

Section 15 - Vacancies:

When any vacancy occurs among the Directors by death, resignation,
disqualification or other cause, the Shareholders, at any regular or special
meeting, or at any adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority thereof, shall elect a successor to hold office
for the unexpired portion of the term of the Director whose place shall have
become vacant and until his successor shall have been elected and shall qualify.

Section 16 - Resignation:

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Any Director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective

Section 17 - Removal

Any Director may be removed with or without case at any time by the affirmative
vote of Shareholders holding of record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
Shareholders called for that purpose, and may be removed for cause by action of
the Board.

Section 18 - Contracts:

         (a) No contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
Director be liable in any way by reason of the fact that any one or more of the
Directors of this Corporation is or are interested in or is a director or
officer, or are directors or officers of such other Corporation provided that
such facts are disclosed or made known to the Board of Directors.

         (b) Any Director, personally and individually, may be a party to or may
be interested in any contract or transaction of this Corporation, and no
Director shall be liable in any way by reason of such interest, provided that
the fact of such interest be disclosed or made known to the Board of Directors,
and provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote of any such Director)
of a majority of a quorum, notwithstanding the presence of any such Director at
the meeting at which such action is taken. Such Director or Directors may be
counted in determining the presence of a quorum at such meeting. This Section
shall not be construed to impair or invalidate or in any way affect any contract
or other transaction which would otherwise be valid under the law (common,
statutory or otherwise) applicable thereto.

         (c) No agreement, contract, franchise, lease or obligation (other than
checks in payment of indebtedness incurred by authority of the Board of
Directors) involving the payment of monies or the credit of the Corporation in
excess of that level established by the Board of Directors, shall be made
without the authority of the Board of Director duly constituted and acting as
such.

         (d) Unless otherwise ordered by the Board of Directors, all agreements
and contracts shall be signed by the President, Secretary or the Chairman of the
Board of Directors in the name and on behalf of the Corporation, and if
required, shall have the corporate seal thereto attached.

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         (e) No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid as or against the Corporation unless the same shall
be signed by the President and attested by the Secretary or an Assistant
Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, or Secretary, or by the Chairman of the Board of
Directors and attested by the Secretary or Assistant Secretary except that the
Treasurer or an Assistant Treasurer may, without countersignature, sign payroll
checks and make endorsements for deposit to the credit of the Corporation in all
its duly authorized depositories. No check or order for money shall be signed in
blank by more than one officer of the Corporation.

         (f) No loan or advance of money shall be made by the Corporation to any
shareholder, Director or Officer therein, unless the Board of Directors shall
otherwise authorize.

Section 19 - Encumbering or Conveying Corporate Property:

The Directors shall have power to authorize and cause to be executed, mortgages
and liens without limit as to amount upon the property and franchise of this
Corporation, and pursuant to the affirmative vote, either in person or by proxy,
of the holders of a majority of the capital stock issued and outstanding; the
Directors shall have authority to dispose in any manner of the whole property of
this Corporation.

Section 20 - Committees:

The Board of Directors may, by resolution adopted by a majority of the whole
Board, designate one (1) or more standing committees of the Board of Directors.
Each committee shall consist of a Chairperson and another member. All actions of
the committees shall nevertheless require full Board of Directors' action at the
next succeeding meeting of the full Board of Directors unless specifically
provided for to the contrary.

Section 21 - Salaries:

Th. Directors may be paid their expenses of attendance of each meeting of the
Board of Directors and at any standing committee meeting of the Board f
Directors, and shall be paid a fixed sum for attendance at each meeting of the
Board of Directors and each standing committee of the Board of Directors and a
stated retainer as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings. Compensation
shall not be paid to members of ad hoc committees.

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                              ARTICLE IV - OFFICERS

Section 1 - Number:

The Officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other Officers as the Board of Directors may from time to
time deem advisable. Any two (2) or more offices may be held by the same person.

Section 2 - Election:

The Board of Directors at its first meeting after the annual meeting of
Shareholders, shall elect a President, a Secretary and a Treasurer, to hold
office for one (1) year next coming, and until their successors are elected and
qualify. The Treasurer and Secretary need not be Directors; the offices of the
Secretary and Treasurer may be held by one person.

The Board of Directors may from time to time, by resolution, appoint Vice
Presidents and additional Assistant Secretaries, Assistant Treasurers and
Transfer Agents of the Corporation as it may deem advisable; prescribe their
duties and fix their compensation, and all such appointed officers shall be
subject to removal at anytime by the Board of Directors. All officers, agents
and factors of the Corporation shall be chosen and appointed in such manner and
shall hold their offices for such terms as the Board of Directors may by
resolution prescribe.

Section 3 - Term of Office:

Each Officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.

Section 4 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.

Section 5 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.

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Section 6 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification. or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.

Section 7 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these Bylaws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the Chief Executive Officer of
the Corporation.

Section 8 - Chairman of the Board:

The Chairman of the Board of Directors shall be responsible for scheduling all
Board of Directors meetings, annual Shareholder meetings, Board of Directors
retreats and other activities pertaining to the Board Of Directors. He shall
also insure that meeting agendas cover all matters of importance to the Board
and be responsible for making all arrangements for meetings, to include proper
notice as provided for herein. The Chairman of the Board of Directors shall also
insure that the agenda of meetings is followed and be responsible for
communication between the Board of Directors and management, during the period
between meetings of the Board. The Chairman shall also serve a member of each
committee of the Board of Directors and attend such committee meetings in
addition to monitoring the performance of the Board of Directors as a collective
body and as individual members and shall further be responsible for strategic
and financial planning and shall otherwise insure the setting and maintaining of
policies and procedures adopted by the Board of Directors.

Section 9 - The President as Chief Executive Officer:

The President/Chief Executive Officer of the Corporation shall have the
supervision and, subject to the control of the Board of Directors, the direction
of the Corporation's affairs, with full power to execute all resolutions and
orders of the Board of Directors not especially entrusted to some other officer
of the Corporation. He shall sign the Certificates of Stock issued by the
corporation, shall conduct meetings in the absence of the Chairman, and shall
perform such other duties as shall be prescribed by the Board of Directors.

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Unless otherwise ordered by the Board of Directors, the President as Chief
Executive Officer shall have full power and authority on behalf of the
Corporation, to attend and to act and to vote at any meetings of the
Shareholders of any Corporation in which the Corporation may hold stock, and at
any such meetings, shall possess and may exercise any and all rights and powers
incident to the ownership of such stock, and which as the new owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors may, by resolution, from time to time, confer like powers on any
person or persons in place of the President as Chief Executive Officer to
represent the Corporation for the purposes in this Section mentioned.

Section 10 - The Treasurer:

The Treasurer shall have the custody of all the funds and securities of the
Corporation. When necessary or proper, he shall endorse on behalf of the
Corporation for collection, checks, notes, and other obligations; he shall
deposit all monies to the credit of the Corporation in such bank or banks or
other depositary as the Board of Directors may designate; he shall sign all
receipts and vouchers for payments made by the Corporation except as herein
otherwise provided; he shall jointly with such other officer as shall be
designated by those Bylaws, sign all checks made by the Corporation, and shall
pay out and dispose of the same under the direction of the Board of Directors.
He shall sign with the President all bills of exchange and promissory notes of
the Corporation; he shall also have the care and custody of the stocks, bonds,
certificates, vouchers, evidences of debt securities, and such other property
belonging to the Corporation as the Board of Directors shall designate; he shall
sign all papers required by law or these bylaws or the Board of Directors to be
signed by the Treasurer. Whenever required by the Board of Directors, he shall
perform all acts incident to the position of Treasurer subject to the control of
the Board of Directors.

The Treasurer shall, if required by the Board of Directors, give bond to the
Corporation conditioned for the faithful performance of all his duties as
Treasurer in such sum and with such security as shall be approved by the Board
of Directors, and the expense of such bond to be borne by the Corporation.

Section 11 - The Secretary:

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The Secretary shall keep the Minutes of all meetings of the Board of Directors
and the Minutes of all meetings of the Shareholders and of the Executive
Committee in books provided for that purpose. The Secretary shall attend to the
giving and serving of all notices of the Corporation; he/she may sign with the
President or a Vice President, in the name of the Corporation, all contracts
authorized by the Board of Directors or Executive Committee; the Secretary shall
affix the corporate seal of the Corporation to any documents when authorized by
the Board f Directors or Executive Committee; he/she shall affix the corporate
seal to all certificates of stock duly issued by the Corporation; he/she shall
have charge of the Stock Certificate Books, Transfer Books and Stock Ledgers,
and such other books and papers as the Board of Directors or the Executive
Committee may direct, all of which shall at all reasonable time be open to the
examination of any Director(s) upon application at the office of the Corporation
during business hours, and he/she shall, in general, perform all the duties
incident to the office of the Secretary.

Section 12 - The Other Officers:

The Board of Directors may appoint other officers who shall have such powers and
perform such duties as may be prescribed for him/her by the Board of Directors.

                           ARTICLE V - SHARES OF STOCK

Section 1 - Certificates of Stock:

Ownership of stock in the Corporation shall be evidenced by certificates of
stock in such forms as shall be prescribed by the Board of Directors. and shall
be under the seal of the Corporation and signed by the President and also by the
Secretary or by an Assistant Secretary.

All certificates shall be consecutively numbered; the name of the person owning
the shares represented thereby with the number of such shares and the date of
issue shall be entered on the Corporation's books.

No certificate shall be valid unless it is signed by the President and by the
Secretary or Assistant Secretary.

All certificates surrendered to the Corporation shall be canceled and no new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered or canceled.

Section 2 - Issuance:

The capital stock of the Corporation shall be issued in such manner and at such
times and upon such conditions as shall be prescribed by the Board of Directors.

Section 3 - Lost or Destroyed Certificates:

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Any person or persons applying for a certificate of stock in lieu of one alleged
to have been lost or destroyed, shall make affidavit or affirmation of the fact,
and shall deposit with the Corporation an affidavit. Whereupon, at the and of
six (6) months after the deposit of said affidavit and upon such person or
persons giving Bond of Indemnity to the Corporation with surety to be approved
by the Board of Directors in double the current value of the stock against any
loss, or inconvenience to the corporation, which may or can arise in consequence
of a new or duplicate certificate being issued in lieu of the one lost or
missing, the Board of Directors may cause to be issued to such person or persons
a new certificate, or a duplicate of the certificate so lost or destroyed. The
Board of Directors may, in its discretion, refuse to issue such new or duplicate
certificate save upon the order of some court having jurisdiction in such
matter, anything herein to the contrary notwithstanding.

Section 4 - Transfer of Shares:

No transfer of stock shall be valid as against the corporation except on
surrender and cancellation of the certificate therefor, accompanied by an
assignment or transfer by the owner therefor, made either in person or under
assignment, a new certificate shall be issued therefor.

Whenever any transfer shall be expressed as made for collateral security and not
absolutely, the same shall be so expressed in the entry of said transfer on the
books of the Corporation.

Section 5 - Record Date:

In lieu of closing the share records of the Corporation, the Board of Director.
may fix, in advance, a date not exceeding fifty (50) days, nor less than ten
(10) days, as the record date for the determination of Shareholders entitled to
receive notice of, or to vote at, any meeting of Shareholders, or to consent to
any proposal without a meeting, or for the purpose of determining Shareholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date for
the determination of Shareholders entitled to notice of or to vote at a meeting
of Shareholders shall be at the close of business on the day next preceding the
day on which notice is given. Or, if no notice is given, the day on which the
meeting is held; the record date for determining Shareholders for any other
purpose, shall be at the close of business on the day on which the resolution of
the Directors relating thereto is adopted. When a determination of Shareholders
of record entitled to notice of or to vote at any meeting of Shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the Directors fix a now record date for the
adjourned meeting.

                             ARTICLE VI - DIVIDENDS

The Board of Directors shall have power to reserve over and above the capital
stock paid in, such an amount in its discretion as it may deem advisable to fix
as a reserve fund, and may, from time to time, declare dividends from the
accumulated profits of the Corporation in excess of the amounts so reserved, and
may the same to the Shareholders of the Corporation. and may also, if it deems
be advisable, declare stock dividends of the unissued capital stock of the
corporation.

                            ARTICLE VII - AMENDMENTS

Section 1 - By Shareholders:

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Amendments and changes of these Amended and Restated Bylaws may be made by a
vote of, or a consent in writing signed individually or collectively by the
holders of fifty-one percent (51%) of the issued and outstanding capital stock.

Section 2 - By Directors:

Amendments and changes of these Bylaws may be made at any regular or special
meeting of the Board of Directors by a vote of nor less than all of the entire
Board, or may be made by a consent in writing signed individually or
collectively by the not less than all of the entire Board.

                          ARTICLE VIII - CORPORATE SEAL

The Corporation shall have a corporate seal, the design thereof being as
follows:

                          ARTICLE IX - INDEMNIFICATION

Every person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines, and
amounts paid or to be paid in settlement reasonably incurred or suffered by him
in connection therewith. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any by-law, agreement, vote of Shareholders,
provision of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the Corporation would have the power to indemnify
such person.

                                       16

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The indemnification provisions above provided shall include, but not be limited
to, reimbursement of all fees, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred, in connection with the defense
or settlement of any action or suit if such party to be indemnified acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation. Indemnification may not be made for any claim
issue or matter as to which the person claiming indemnity has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom to be
liable to the Corporation or for amounts paid in settlement to the Corporation
unless and only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon application
that the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.

                         ARTICLE X - GENERAL PROVISIONS

Section 1 - Depositories:

All monies of the Corporation shall be deposited when as received by the
Treasurer in such bank or banks or other depositary as may from time to time be
designated by the Board of Directors, and such deposits shall be made in the
name of the Corporation.

Section 2 - Other Securities:

The Corporation may take, acquire, hold, mortgage, sell, or otherwise deal in
stocks or bonds or securities of any other corporation, if and as often as the
Board of Directors.

ADOPTED BY THE CORPORATION on March 15, 1999.



                                                     /s/ Greg Johnson
                                                     ----------------
                                                     Greg Johnson, Secretary




                                       17
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                          WRITTEN CONSENT OF DIRECTORS
                                       OF
                          HOMESEEKERS.COM, INCORPORATED


         The undersigned, being all of the directors of the corporation, do
         hereby adopt, in accordance with Section 2 of Article VII of the Bylaws
         of the corporation, the following resolutions:

         RESOLVED: That the Revised Bylaws of the corporation are hereby amended
         and restated in the form attached hereto as Exhibit "A".

         RESOLVED: That the corporation's 1996 Stock Option Plan shall be
         amended in the form attached hereto as Exhibit "B".

         IN WITNESS WHEREOF, the undersigned have set their hands this 15th day
         of March, 1999.


/s/ Greg Johnson
----------------------
Greg Johnson, Director


/s/ Douglas Swanson
-------------------------
Douglas Swanson, Director


/s/ John Giaimo
-------------------------
John Giaimo, Director