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                                                                    EXHIBIT 4.1

                          HOMESEEKERS.COM, INCORPORATED

                AMENDMENT NO. 1 TO HOMESEEKERS.COM, INCORPORATED
                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN

                           Adopted as of May 24, 2000

         HomeSeekers.com, Incorporated, a Nevada corporation (the
"Corporation"), hereby adopts this Amendment No. 1 (this "Amendment") to the
HomeSeekers.com, Incorporated Amended and Restated 1996 Stock Option Plan (the
"Plan"). Capitalized terms used herein but not defined herein shall have their
respective meanings set forth in the Plan, as amended hereby. The terms of this
Amendment shall be effective as of the date indicated herein.

    1.   Section 3 of the Plan is hereby amended and restated in its entirety
to increase the number of shares of Stock reserved for issuance under the Plan
as follows:

              3.   Amount of Stock. The aggregate number of shares of Stock
         which may be purchased pursuant to the exercise of Options shall be
         11,500,000 shares. Of this amount, the Board or the Stock Option
         Committee shall have the power and authority to designate whether any
         Options so issued shall be ISOs or NSOs, subject to the restrictions
         on ISOs contained elsewhere herein. If an Option ceases to be
         exercisable, in whole or in part, the shares of Stock underlying such
         Option shall continue to be available under this Plan. Further, if
         shares of Stock are delivered to the Corporation as payment for shares
         of Stock purchased by the exercise of an Option granted under this
         Plan, such shares of Stock shall also be available under this Plan. If
         there is any change in the number of shares of Stock on account of the
         declaration of stock dividends, recapitalization resulting in stock
         split-ups, or combinations or exchanges of shares of Stock, or
         otherwise, the number of shares of Stock available for purchase upon
         the exercise of Options, the shares of Stock subject to any Option and
         the exercise price of any outstanding Option shall be appropriately
         adjusted by the Board or the Stock Option Committee. The Board or the
         Stock Option Committee shall give notice of any adjustments to each
         Eligible Person granted an Option under this Plan, and such
         adjustments shall be effective and binding on all Eligible Persons. If
         because of one or more re-capitalizations, reorganizations or other
         corporate events, the holders of outstanding Stock receive something
         other than shares of Stock then, upon exercise of an Option, the
         Eligible Person will receive what the holder would have owned if the
         holder had exercised the Option immediately before the first such
         corporate event and not disposed of anything the holder received as a
         result of the corporate event.

    2.   Effective Date. This Amendment was adopted by the Board on
April 24, 2000 and by the affirmative vote of the holders of a majority of
shares of Stock present or entitled to vote at the Annual Meeting of
Stockholders held on May 24, 2000. The effective date of this Amendment shall be
May 24, 2000.

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Dated as Of June 20, 2000


                                      HOMESEEKERS.COM, INCORPORATED


                                      By: /s/ Gregory L. Costley
                                          -----------------------------
                                      Name: Gregory L. Costley
                                      Its: Chairman and Chief Executive Officer


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