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                                  EXHIBIT 10.38


                          TECHNOLOGY ALLIANCE AGREEMENT


         This Technology Alliance Agreement ("Agreement") is entered into as of
October 29, 1998, by and between Vista Information Solutions, Inc., a Delaware
corporation ("Vista") and HomeSeekers.com, Inc., a Nevada corporation ("HSI").

                                    RECITALS

         A.       Vista is a leading provider of, among other things, offering
                  to home buyers, real estate agents, mortgage and title
                  insurance companies home disclosure reports, insurance of all
                  types to the home seller/buyer or home owner, property risk
                  reports, market data and demographic information, statistical
                  data and summary information, and other products desired by a
                  person in a home real estate transaction.

         B.       HSI is a leading provider of on-line and desktop residential
                  real estate information and software for use by home buyers,
                  real estate agents, mortgage and title insurance companies
                  through HomeSeekers(TM), HSI's proprietary internet products
                  available AT WWW.HOMESEEKERS.COM, or through
                  HomeSeekers/CityNet(TM), HSI's proprietary intranet product,
                  users can search for a home within a specified geographical
                  area and with desired features such as number of bedrooms and
                  baths, security, and other added features, apply for and
                  arrange for mortgage and title insurance and track the process
                  of the closing.

         C.       The parties desire to form a technology alliance providing to
                  each other certain market place rights, web positioning,
                  revenue sharing arrangements, and other consideration, all as
                  is more particularly set forth in this Agreement.

                                    AGREEMENT

1. DEFINITIONS

         1.1      CONFIDENTIAL INFORMATION means all nonpublic information,
                  whether in oral, written or other tangible form that the party
                  disclosing the information (the "Disclosing Party") designates
                  as being confidential or which, under the circumstances
                  surrounding disclosure, the receiving party (the "Recipient")
                  know or has reason to know should be treated as confidential,
                  including without limitation, the terms and conditions of this
                  Agreement. Notwithstanding the foregoing, Confidential
                  Information does not include information that: (i) is or
                  becomes generally available to the public other than (a) as a
                  result of a disclosure by Recipient or its employees or any
                  other person who directly or indirectly receives such
                  information from Recipient or its employees or (b) in
                  violation of a confidentiality obligation to Disclosing Party
                  known to Recipient, (ii) is or becomes available to Recipient
                  on a non-confidential basis from a source which is entitled to
                  disclose it to Recipient, or (iii) was developed by employees
                  or agents of the Recipient independently of and without
                  reference to any information communicated to Recipient by the
                  Disclosing Party.

         1.2      EFFECTIVE DATE means the date set forth in the preamble
                  hereof.

         1.3      GROSS RECEIPTS shall mean the purchase price received by Vista
                  on account of sales of Vista Products to customers. "Gross
                  Receipts" shall not be reduced by deductions for costs or
                  expenses incurred in the manufacture, distribution, sale or
                  advertisement of the Vista Products unless otherwise provided
                  in this agreement but shall not include freight, taxes, or
                  royalties paid to third parties or other monies received by
                  Vista which do not represent the purchase price of the Vista
                  Product.

         1.4      HSI DATABASE CONTENT means one or more databases now existing
                  or hereafter developed by HSI or licensed by HSI from third
                  parties, including without limitation lists of agents, real
                  estate listings, buyers, site users and other customers, users
                  or affiliated companies marketing services via HSI to the same
                  intended buyers as Vista is seeking to serve. The HSI Database
                  Content in existence as of the Effective Date are set forth on
                  Exhibit 1.4.


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         1.5      HSI PRODUCTS means those certain products and services
                  identified by HSI from time to time during the term of this
                  Agreement by written notice to Vista, including without
                  limitation, HSI's proprietary internet products available at
                  the HSI Web Page known as HomeSeekers.com, or HSI's
                  proprietary intranet product known as HomeSeekers/CityNet(TM),
                  REOSeekers, and users or prospects for HSI desktop software
                  products, channel bars and any other products now existing or
                  hereafter offered by HSI and targeted to the real estate
                  industry.

         1.6      HSI SOFTWARE means the object code version of HSI's
                  proprietary software which provides access to certain HSI
                  Products and access to the HSI Database Content.

         1.7      HSI WEB PAGE means the web sites owned and maintained by HSI
                  for the purposes of serving the real estate industry in any
                  form or manner. INTELLECTUAL PROPERTY means copyright rights
                  (including, without limitation, the exclusive right to use,
                  reproduce, modify, distribute, publicly display and publicly
                  perform the copyrighted work), trademark rights (including,
                  without limitation, trade names, trademarks, service marks,
                  and trade dress), patent rights (including, without
                  limitation, the exclusive right to make, use and sell), trade
                  secrets, moral rights, right of publicity, authors' rights,
                  contract and licensing rights, goodwill and all other
                  intellectual property rights as may exist now and/or hereafter
                  come into existence and all renewals and extensions thereof,
                  regardless of whether such rights arise under the law of the
                  United States or any other state, country or jurisdiction.

         1.8      INTERNET means that network of computer networks integrated
                  through the use of all TCP/IP protocol.

         1.9      NET RECEIPTS shall mean the royalties, fees and other sums
                  received by Vista on account of sales of Vista Products to
                  customers, less returns, rebates and other costs and expenses
                  incurred in the manufacture, distribution, sale or
                  advertisement of the Vista Products or royalties or fees paid
                  to third parties based on the sales of Vista's products. In
                  addition, "Net Receipts" shall not include freight, taxes or
                  other monies received by Vista which do not represent the
                  purchase price of the Vista Product.

         1.10     ORDER INFORMATION is defined in Section 2.3.

         1.11     ROYALTY ADVANCE is defined in Section 8.1.

         1.12     SALES INFORMATION is defined in Section 2.5.

         1.13     SUPPORT TOOLS is defined in Section 3.7.

         1.14     TRADEMARKS shall mean, collectively, the Vista trademarks and
                  the HSI Trademarks listed on Exhibit 1.14 hereto, and HSI
                  Trademarks and Vista Trademarks commonly owned or applied for
                  in the future.

         1.15     VISTA PRODUCTS means those certain products and services
                  identified by Vista from time to time during the term of this
                  Agreement by written notice to HSI, including without
                  limitation, home disclosure reports, insurance, property risk
                  reports, market data demographic information, statistical data
                  and summary information, prospect lists and target marketing
                  information derived from the combination of HSI Database
                  Content or Products and other related or new products in
                  Vista's discretion.

2.       ON-LINE PRODUCT OFFERINGS

         2.1      PRODUCT OFFERING. HSI authorizes Vista to offer the Vista
                  Products through dedicated areas on the HSI Web Page. The
                  advertising, manufacturing and shipping of all Vista Products
                  sold or offered for sale by Vista under this Agreement shall
                  be the sole responsibility of Vista. Vista also shall be
                  responsible for providing customer service and support to all
                  customers ordering Vista Products from Vista. Title and risk
                  of loss for the Vista Products remain with Vista until
                  shipment to the customer and does not transfer to or vest in
                  HSI.

         2.2      PRODUCT INFORMATION. Vista will provide to HSI information to
                  prepare dedicated areas and linkages on the HSI Web Page to
                  advertise and offer the Vista Products for sale to customers.
                  Vista hereby grants to HSI a non-exclusive, royalty-free,
                  worldwide, license to reproduce, distribute, make derivative
                  works of, and 


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                  publicly display the Product Information during the term of
                  this Agreement, for the sole purpose of allowing Vista to
                  promote the Vista Products on the HSI Web Page.

         2.3      CUSTOMER ORDERS. Customer will place on-line orders for Vista
                  Products via linking from the HSI Web Page, using such order
                  process as Vista may, in its sole discretion, determine Vista
                  will be responsible for fulfilling all customer orders in a
                  manner it sees fit and customary to how it currently fulfills
                  customers in the same markets intended by this agreement.
                  Vista shall, at its sole discretion, determine its own
                  pricing, shipping and handling fees, billing and collection
                  policy, delivery methods and sales policies, except as
                  provided in Section 7 ("Royalty"). HSI shall provide the
                  capability within the HSI software to record and transmit
                  certain information and databases about prospective customers
                  or customer order to Vista, including, without limitation, (i)
                  the name, address and telephone number of the customer, and
                  other information collected in the HSI database known as the
                  MLS databases (provided it is available to HSI) which Vista
                  may reasonably require to solicit or fulfill customer orders.

         2.4      PHASE-OUT OF VISTA PRODUCTS. If Vista decides to phase-out a
                  particular Vista Product it will provide HSI with ten (10)
                  days notice prior to such Vista Product becoming unavailable.
                  HSI will remove the relevant information for such Vista
                  Product from Vista's dedicated area on the HSI Web Page within
                  seven (7) calendar days after receipt of Vista's notice.

         2.5      SALES AND INVENTORY REPORT. Each calendar month Vista shall
                  provide HSI with an electronic report showing, for that month,
                  the date Vista Products were ordered by a customer, the
                  quantity of each type of Vista Product ordered, the customers'
                  names and addresses and the payment due to Vista for Vista
                  Products sold to customers placing orders through the HSI Web
                  Page (the "Sales Information"). Vista will deliver this report
                  within ten (10) days of the end of the calendar month.

3.       JOINT MARKETING

         3.1      VISTA AND HSI MARKETING SUPPORT. Both parties agree that it
                  will use commercially reasonable efforts to promote the Vista
                  Products to HSI customers. To assist in these efforts, each
                  agrees to provide the other with reasonable quantities of
                  marketing materials, for which they shall reimburse the other
                  for its out of pocket costs for such materials in the event
                  they exceed $1000 a month.

         3.2      BRANDING AND POSITIONING. HSI agrees to use best efforts to
                  promote and provide market positioning of the Vista Products
                  and Trademarks without limiting the promotional obligations
                  described elsewhere in this Agreement. HSI agrees to feature
                  prominently the Vista Trademarks and web links on the HSI Web
                  Page, in other HSI Products and in promotional and
                  merchandising materials used in connection with promoting the
                  HSI Real Estate Offerings and to permit Vista to participate
                  in all seminars and sales events in order to specifically
                  promote Vista Products covered by this Agreement. HSI shall
                  provide Vista with a copy of any such placement, and Vista
                  shall have the right, in the reasonable exercise of its
                  discretion, to select in which HSI products the Vista
                  Trademarks will be displayed, and the specific location in
                  which such display shall take place.

         3.3      LINKING. HSI agrees to use best efforts to promote the Vista
                  Products, including without limitation by linking the HSI Web
                  Page to one or more Vista web sites in a manner to facilitate
                  the purchase of Vista products. Without limiting the
                  promotional obligations described elsewhere in this Agreement,
                  HSI agrees to link the HSI Web Page to such URLs as Vista may
                  from time to time reasonably request during the term of this
                  Agreement.

         3.4      RELATIONSHIP MANAGERS. Each party shall appoint a Relationship
                  Manager. As of the Effective Date, the HSI Relationship
                  Manager shall be Doug Swanson and the Vista Relationship
                  Manager shall be Thomas Gay. Either party may change its
                  relationship manager by providing notice as provided in
                  Section 15.3 ("Notice and Service").

         3.5      RESPONSIBILITIES OF RELATIONSHIP MANAGERS. The HSI and Vista
                  Relationship Managers shall be responsible for the following
                  activities:

                  (a)      Determining the location and use of the Vista
                           Trademarks in the HSI Real Estate Offerings as
                           required by Section 3.2;


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                  (b)      Determining the location and linking of the HSI Web
                           Page to Vista sites as required by Section 3.3;

                  (c)      Working on the evaluation and development of the
                           Support Tools as described in Section 3.7 for use on
                           the HSI Web Page or in connection with the Vista
                           Products; and

                  (d)      Working to coordinate the training of each party's
                           personnel; and the coordination of customer training
                           seminars]

                  (e)      Working to develop marketing strategies for the Vista
                           Products as contemplated by this Agreement;

                  (f)      Meet as required under Section 14.5 ("Escalation
                           Procedure") to settle disputes between the parties.

         3.6      PERIODIC MEETINGS. The parties agree that the Relationship
                  Managers, and any other persons designated by the Relationship
                  Managers, shall meet, electronically, telephonically or
                  otherwise, not less frequently than monthly and, in addition,
                  as reasonably requested by Vista or HSI for a general review
                  of the ongoing marketing of the Vista Products and any other
                  issues of concern to the parties.

         3.7      SUPPORT TOOLS. HSI and Vista agree to mutually use reasonable
                  efforts to cooperate with the other to identify and evaluate
                  (i) potential banner advertising and other management tools,
                  (ii) a mechanism to aggregate the reporting of usage
                  statistics and registration data for the users of the HSI Web
                  Page, and (iii) interfaces to support database transfers as
                  contemplated for providing Vista services to the real estate
                  markets served by HSI. The Support Tools may be either third
                  party software or proprietary software developed by Vista or
                  HSI with input from the other, as mutually agreed upon by
                  Vista or HSI.

         3.8      TECHNICAL SUPPORT. The parties acknowledge and agree that HSI
                  shall be solely responsible for the maintenance and support of
                  the HSI Web Page, all third party licenses in connection
                  therewith, all ISP fees and charges in connection therewith
                  and otherwise with respect to the maintenance and operation of
                  the HSI Web Page. Without limiting the foregoing, HSI shall be
                  responsible for all programming efforts associated with the
                  development of any custom Support Tools pursuant to this
                  Agreement. Vista's responsibility for such development efforts
                  shall be limited to (i) providing input into the desired
                  features for such Support Tools; (ii) the evaluation of such
                  Support Tools and (iii) the integration and testing of such
                  Support Tools into the Vista software and Web sites, and the
                  technical support needed to fulfill customer orders, where
                  applicable.

         3.9      LICENSE. Each party grants the other a nonexclusive,
                  worldwide, nontransferable license to reproduce, distribute,
                  publicly perform and publicly display the Support Tools
                  developed by such part.

4.       EXCLUSIVITY AND NON-COMPETITION

         4.1      EXCLUSIVITY. During the term of this Agreement, including any
                  renewal term (but except as described in Section 8.3), HSI
                  agrees that it shall not permit any person or entity to
                  display product offerings or web linkages on the HSI Web Page,
                  which product offerings are competitive with the Vista
                  Products or where the person or entity uses the HSI Web Page
                  to link to other services which may be competitive to the
                  Vista Products without the express written consent of Vista.
                  Without limiting the foregoing, the parties agree that
                  competitive products include products described in Section
                  1.15. Additionally, Vista will not enter into agreement with
                  another entity operating as an "MLS" internet web listings
                  provider without the express written consent of HSI. In either
                  case, such consent shall not be unreasonably withheld.

         4.2      NON-COMPETITION. During the term of this Agreement, including
                  any renewal term, neither party shall, directly or indirectly,
                  develop, produce, manufacture, distribute, license or sell any
                  products which are competitive with (I) with respect to HSI,
                  the HomeSeekers(TM) and HomeSeekers/CityNet(TM), and (ii) with
                  respect to Vista, the Vista Products except where they are
                  provided directly through other Vista sales affiliate
                  organizations or web sites which are not directly competitive
                  with the HSI Web Page for its intended real estate agent or
                  consumer markets or in the case of Vista where prior
                  relationships may already exist provided they are disclosed to
                  HSI.

5.       DATABASE LICNESES


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         5.1      DELIVERY OF HSI DATABASE CONTENT. On or before the expiration
                  of fifteen (15) days from the date requested by Vista, HSI
                  shall deliver to Vista the database content more particularly
                  described on Exhibit 1.4 attached and incorporated herein by
                  reference. Such delivery shall be on such media and in such
                  format as is more particularly described on Exhibit 1.4. HSI
                  will deliver to Vista an updated version of the HSI Database
                  Content at a minimum of one time per week. HSI shall deliver
                  the initial HSI Database Content, and each date thereof in a
                  manner to be mutually agreed upon but minimally to allow
                  electron handling of the database to facilitate its intended
                  use as a source from providing Vista Products. Vista shall
                  have the right to load the HSI Database Content on one or more
                  servers or CPUs, in Vista's discretion. Vista may change the
                  location of the Vista servers containing the HSI Database
                  Content upon written notice to HSI.

         5.2      LICENSE TO HSI DATABASE CONTENT. Subject to the terms and
                  conditions of this Agreement, HSI grants to Vista a limited
                  non-exclusive license to the HSI Database Content for the
                  following applications:

                  (a)      Vista may publish, reproduce, and publicly display
                           the HSI Database Content in hard copy or in
                           electronic form on a secure Intranet or network
                           within Vista, for access by Vista employees and
                           agents for the purpose of developing leads or
                           otherwise marketing and promoting the Vista Products;

                  (b)      Vista may conduct any sorting necessary to organize
                           the HSI Database Content to be useful for such
                           marketing and promotional purposes;

                  (c)      Vista may download or print mailing or telemarketing
                           lists from the HSI Database Content, and distribute
                           such lists;

                  (d)      Vista may produce Home Disclosure and other property
                           information reports and provide them to agents,
                           buyers or sellers of real estate or other parties
                           seeking to present services to the same within the
                           industries reflected by Section 1.15 Controls on HSI
                           Database Content. Vista shall maintain a system of
                           controls that will:

                  (e)      Protect the integrity and confidentiality of the HSI
                           Database Content by ensuring that only authorized
                           personnel of Vista may alter the HSI Database
                           Content,

                  (f)      Control access to the HSI Database such that access
                           is limited to Vista employees and agents who are
                           authorized by Vista;

6.       TRADEMARK LICENSES

         6.1      VISTA LICENSE. During the term of this Agreement, HSI grants
                  to Vista a nonexclusive, worldwide an non-transferable license
                  to use the HSI Trademarks in connection with Vista's marketing
                  and promotion of the Vista Products, including without
                  limitation representing itself to be a strategic partner of
                  HSI. This license does not include the right to sublicense the
                  use of the HSI Trademarks. The Trademark license is subject to
                  the restrictions set forth in Section 6.3.

         6.2      HSI LICENSE. During the term of this Agreement, Vista grants
                  to HSI a nonexclusive, worldwide and non-transferable license
                  to use the Vista Trademarks in connection with HSI's marketing
                  and promotion of the Vista Products. This license does not
                  include the right to sublicense the use of the Vista Marks.
                  The Trademark license is subject to the restrictions set forth
                  in Section 6.3.

         6.3      TRADEMARK LICENSE RESTRICTIONS. Vista's use of the HSI
                  Trademarks and HSI's use of the Vista Trademarks are subject
                  to the following license restrictions:

                  (a)      A party's use (the "trademark licensee") use of the
                           other party's Trademarks (the "trademark licensor")
                           shall be in compliance with the trademark licensor's
                           Trademark Usage Guidelines, as amended from time to
                           time, a copy of which will be provided to the
                           trademark licensee concurrently with the execution of
                           this Agreement.


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                  (b)      The trademark licensee agrees that the nature and
                           quality of any materials supplied by the trademark
                           licensee bearing the trademark licensor Trademarks
                           shall be of high quality as measured by standards
                           generally observed in the Internet industry. The
                           trademark licensor shall have the right to determine,
                           in its reasonable discretion, whether such materials
                           or services conform to such quality standards. Upon
                           trademark licensor's written request, the trademark
                           licensee shall promptly provide trademark licensor
                           with specimens of all materials bearing the trademark
                           licensor Trademarks. If the trademark licensor
                           determines that any materials bearing the trademark
                           licensor Trademarks or any services provided under
                           the trademark licensor Trademarks fail to conform to
                           such quality standards, the trademark licensor shall
                           notify the trademark licensee in writing of such
                           non-conformance and shall specify whether such
                           non-conformance is material. If the non-conformance
                           is material, the trademark licensee shall provide a
                           corrected specimen to trademark licensor for review
                           within thirty (30) days from the date of notice or
                           cease the use of all trademark licensor Trademarks on
                           such materials upon written notice from trademark
                           licensor.

                  (c)      The trademark licensee acknowledges that the
                           trademark licensor is the sole and exclusive owner of
                           the trademark licensor Trademarks. Except as
                           prohibited by law, the trademark licensee agrees that
                           it will do nothing inconsistent with such ownership,
                           either during the term of this Agreement or
                           afterwards. The trademark licensee agrees that the
                           use of the trademark licensor Trademarks by the
                           trademark licensee shall inure to the benefit of and
                           be on behalf of the trademark licensor. The trademark
                           licensee acknowledges that the trademark licensor
                           Trademarks are valid under applicable law and that
                           the trademark licensee's utilization of the trademark
                           licensor Trademarks will not create any right, title
                           or interest in such trademark licensor Trademarks.
                           Except as permitted in this Agreement, the trademark
                           licensee agrees that it will not adopt or use as part
                           or all of any corporate name, trade name, domain
                           names, trademark or service mark or any other
                           trademark based on the trademark licensor Trademarks
                           or any other designation confusingly similar to the
                           trademark licensor Trademarks. Trademark licensee
                           shall use the trademark licensor Trademarks so that
                           they create a separate and distinct impression from
                           any other trademark licensor Trademark that may be
                           used or affixed to materials bearing the trademark
                           licensor Trademarks or used in connection with
                           services provided under the trademark licensor
                           Trademarks.

                  (d)      Trademark licensee agrees to use reasonable
                           commercial efforts to notify trademark licensor of
                           any unauthorized use of (I) the trademark licensor
                           Trademarks, or (ii) trademarks or service marks in
                           the on-line or electronic industries by third parties
                           based on or confusingly similar to the trademark
                           licensor Trademarks. Trademark licensee shall assist
                           trademark licensor or its authorized representatives,
                           at trademark licensor's expense, in investigating or
                           prosecuting an action against such third parties. The
                           trademark licensor shall have the sole right and
                           discretion to bring, prosecute and settle
                           infringement, unfair competition and similar
                           proceedings based on the trademark licensor
                           Trademarks.

                  (e)      Trademark licensee agrees not to apply to register
                           the trademark licensor Trademarks either as a
                           trademark, servicemark, tradename, corporate name or
                           domain name or any word or combination of words
                           confusingly similar to the trademark licensor
                           Trademarks anywhere in the world. If an application
                           for registration is or has been filed y or on behalf
                           of Trademark licensee in any country and relates to
                           any trademark licensor Trademark which, in the
                           reasonable opinion of trademark licensor, is
                           confusingly similar, deceptive or misleading with
                           respect to, or dilutes or in any way damages the
                           trademark licensor Trademarks, Trademark licensee
                           shall, at trademark licensor's request, abandon all
                           use of such trademark licensor Trademark, and any
                           registration or application for registration thereof
                           and shall reimburse trademark licensor all costs and
                           expenses of any opposition or related legal
                           proceeding, including attorney's fees, instigated by
                           trademark licensor or its authorized representative
                           on account of such usage.

7.       ROYALTY

         7.1      ROYALTY RATE.

                  (a)      Vista shall pay to HSI a royalty of forty percent
                           (40%) of Gross Receipts on sales of Vista Products,
                           for orders which were placed by customers from the
                           HSI Web Page (under the process more particularly
                           described in Section 2.3 above).


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                  (b)      Vista shall pay to HSI a royalty of thirty percent
                           (30%) of Net Receipts on sales of Vista Products to
                           customers, which sales were generated by information
                           obtained by Vista from the HSI Database Content. As
                           used herein, "generated" means that leads for such
                           sales were obtained by Vista from the names in the
                           HSI Database Content, or marketing materials were
                           sent to names obtained in the HSI Database Content.

         7.2      EXCEPTIONS FROM ROYALTY OBLIGATION. No royalty shall be owed
                  or paid with respect to (a) copies of the Vista Product
                  distributed as "free", "complimentary", "no charge",
                  "demonstration copies", or at nominal prices less than eight
                  dollars per unit to promote or stimulate sales of the Vista
                  Product, (b) copies of the Vista Product delivered to
                  customers without the "certification" or other authenticating
                  document, which sale shall be deemed to occur only upon the
                  delivery of such certificate and where no revenues are
                  received by Vista.

         7.3      BUNDLE PRICING. For purposes of determining Gross Receipts and
                  Net Receipts, if Vista receives an indivisible price for two
                  (2) or more Vista products, including the Vista Product (a
                  "Bundle"), then such indivisible price for all products in the
                  Bundle shall be allocated among the products involved
                  (including the Vista Product) in proportion to their
                  respective full product single user prices in the United
                  States.

         7.4      OTHER PRICING. In the event that Vista plans to distribute the
                  Vista Product in any manner for which Gross Receipts or Net
                  Receipts will be indeterminate or otherwise not clearly
                  identifiable, Vista and HSI shall negotiate in good faith for
                  such distribution the appropriate earned royalty therefor.
                  Vista shall use reasonable commercial efforts to ensure that
                  whenever possible, such negotiations shall be conducted prior
                  to Vista engaging in such manner of distribution.

8.       PAYMENT AND PAYMENT TERMS

         8.1      POSITIONING FEE. Vista will pay HSI a non-refundable (except
                  as otherwise set forth in Section 8.3), recoupable fee against
                  future royalties (the "positioning fee"), as follows:

                  (a)      an amount equal to Two Hundred and Fifty Thousand
                           Dollars ($250,000), payable on November 1, 1998,

                  (b)      an amount equal to Two Hundred and Fifty Thousand
                           Dollars ($250,000), payable on January 1, 1999,

                  (c)      an amount equal to Two Hundred and Fifty Thousand
                           Dollars ($250,000), payable on March 1, 1999,

                  (d)      an amount equal to Two Hundred and Fifty Thousand
                           Dollars ($250,000), payable on May 1, 1999,

                  (e)      an amount equal to Five Hundred Thousand Dollars
                           ($500,000), payable on August 1, 1999,

                  (f)      an amount equal to Five Hundred Thousand Dollars
                           ($500,000), payable on November 1, 1999,

         8.2      CREDIT FOR POSITIONING FEE AGAINST EARNED ROYALTIES. Earned
                  royalties owned by Vista to HSI will first be recouped against
                  the total positioning fee paid to date before any royalty
                  payments will be made to HSI. HSI shall not receive any
                  additional payments until earned royalties exceed the total of
                  positioning fees paid.

         8.3      REFUND OF POSITIONING FEE. In the event that, upon the
                  expiration of two (2) years from the Effective Date, sales of
                  Vista Products on which royalties area payable hereunder shall
                  not be at the level sufficient to fully exhaust the credit for
                  paid positioning fees under the terms of Section 8.2 Vista, at
                  its discretion, may reduce royalty payment rates to a level of
                  25% of the otherwise agreed rate until such time as the
                  remaining unpaid credit is fully recovered. All other
                  provisions of this Agreement shall remain in force with the
                  exception that this Agreement shall also become non-exclusive
                  and either party may participate in competitive activities
                  without violating this Agreement. In the event of a breach, as
                  defined herein, by SSI, then Vista may elect to suspend
                  further payments of Positioning Fees as described in Section
                  8.1 and elect to demand repayment of the then outstanding and
                  unused Positioning Fee credit remaining.

         8.4      PAYMENT. Royalties shall be paid and a royalty statement shall
                  be provided to HSI by Vista on a quarterly basis throughout
                  the term of the Agreement, within forty-five (45) days after
                  the close of each respective quarter. Quarters shall be based
                  on a standard calendar year. The royalty statement shall be
                  based upon Gross Receipts 


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                  and Net Receipts for the quarter then ended, and shall contain
                  information sufficient to discern how the royalty payment was
                  computed on the sales of the Vista Product. Such statement of
                  Vista's sales of the Vista Product will be delivered to HSI
                  whether or not royalties are due for the respective quarter.
                  All amounts past due shall be subject to a late charge of one
                  percent (1%) per month (or the highest rate allowed by law if
                  lower), from the date such payments were due.

         8.5      NO OTHER PAYMENTS. The parties agree that no royalties,
                  license fees, residuals, service charges, fees for creative
                  materials or any other fees, except as stated in this
                  Agreement are due as between the parties and neither party
                  will invoice the other party for such charges without prior
                  written agreement.

9.       AUDITS

         9.1      RECORDS. Vista agrees to keep, for at least three (3) years,
                  all proper records and books of account and all proper entries
                  therein relating to the distribution and sale of the Vista
                  Products and Vista's Gross and Net Receipts therefrom.

         9.2      AUDIT. HSI may cause an audit to be made, at its expense, of
                  Vista's applicable records relating to the Vista Product (and
                  the manner in which royalties were calculated) in order to
                  verify statements rendered hereunder. Any such audit shall be
                  conducted only by an independent certified public accountant
                  (other than on a contingency fee basis) after prior written
                  notice to Vista, and shall be conducted during regular
                  business hours at Vista's offices and in such a manner as not
                  to interfere with Vista's normal business activities. The
                  auditor may make copies and extracts of the records audited.
                  The results of any such audit shall be subject to the
                  nondisclosure obligation set forth in Section 10.

10.      CONFIDENTIALITY

         10.1     EXCEPTIONS FROM SCOPE OF CONFIDENTIALITY OBLIGATIONS. The
                  parties acknowledge that a fundamental aspect of the
                  relationship between the parties hereunder is the joint
                  marketing and promotion of Vista Products. In furtherance of
                  that purpose, HSI has licensed to Vista the HSI Database
                  Content. The use by Vista of the HSI Database Content is
                  governed by the license terms of Section 5 and not by this
                  Section 10.

         10.2     OBLIGATION OF CONFIDENTIALITY. During the term of this
                  Agreement, the Disclosing Party may provide Confidential
                  Information to the Recipient. Recipient shall hold the
                  Confidential Information in strict confidence, provided that
                  the Confidential Information may be disclosed to such of
                  Recipient's employees, contractor and advisors and employees,
                  contractors and advisors of Vista who have a need to know for
                  the purpose of fulfilling Recipient's obligations under this
                  Agreement. Recipient shall advise any such individuals that
                  the Confidential Information is confidential and that by
                  receiving such information such individuals are agreeing to be
                  bound by the terms of this Section 10 ("Confidentiality") and
                  are agreeing not to use such information for any purpose other
                  than described herein. Without the Disclosing Party's prior
                  written consent, Recipient shall not, and shall direct such
                  individuals not to, disclose the Confidential Information in
                  whole or in part, except to the extent compelled by law.
                  Recipient shall employ all reasonable steps to protect the
                  Confidential Information from unauthorized or inadvertent
                  disclosure or use, including, without limitation, all steps
                  that it takes to protect its own information that it considers
                  a trade secret.

         10.3     INJUNCTIVE RELIEF. It is further understood and agreed that
                  money damages would not be a sufficient remedy for any breach
                  of Recipient's obligations under Section 10
                  ("Confidentiality") by Recipient, or any employees,
                  contractors or advisors under Recipient's supervision and that
                  Disclosing Party shall be entitled to specific injunctive
                  relief as a remedy for any such breach. Such remedy shall not
                  be deemed to be the exclusive remedy for the breach of
                  obligations under Section 10 ("Confidentiality") but shall be
                  in addition to all other available legal or equitable
                  remedies. Recipient agrees to reimburse Disclosing Party for
                  costs and expenses (including, without limitation, reasonable
                  outside attorney's fees) incurred by Disclosing Party in
                  connection with the enforcement of this Agreement.

11.      REPRESENTATIONS


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<PAGE>


         11.1     HSI REPRESENTATION. HSI represents and warrants to Vista that
                  (i) HSI has the right to grant the licenses herein granted and
                  to make the covenants made herein, and (ii) the provision of
                  the HSI Database Content and the granting of the licenses
                  governed hereby do not breach any agreement to which HSI is a
                  party or by which its assets are bound.

         11.2     VISTA REPRESENTATION. Vista represents and warrants to HSI
                  that (i) Vista has the right to grant the licenses herein
                  granted and to make the covenants made herein, and (ii) the
                  granting of the licenses governed hereby do not breach any
                  agreement to which HSI is a party or by which its assets are
                  bound.

         11.3     LIMITED WARRANTY. HSI acknowledges that Vista does not
                  guarantee or warrant the accuracy of any information provided
                  in connection with the Vista Products. HSI further
                  acknowledges that Vista does not provide legal, accounting or
                  other professional advice or services. Vista and/or Vista's
                  vendors, suppliers or licensors have obtained the information
                  contained in the Vista Products from sources which it (or
                  they) believe(s) reliable, but neither Vista nor Vista's
                  vendors, suppliers or licensors has verified the accuracy of
                  any information set forth in the Vista Products and cannot and
                  does not guarantee or warrant the accuracy thereof. Vista
                  shall not be liable for any loss, injury, claim, liability or
                  damage of any kind resulting in any way from (a) any errors in
                  or omissions from the Vista Products, (b) the unavailability
                  or interruption of the delivery of the Vista Products, (c)
                  HSI's use or the use by HSI customers of the Vista Products,
                  or (d) the content of the Vista Products.

         11.4     EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 11, NO OTHER
                  REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED,
                  INCLUDING WITHOUT LIMITATION TITLE, NONINFRINGEMENT, ANY
                  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE, ARE MADE.

12. INDEMNIFICATION. Each party ("the indemnifying party") hereby indemnifies,
defends, and holds harmless the other and its officers, directors, employees and
agents (the "indemnified parties") from and against any and all losses,
liabilities, claims, obligations, costs, expenses, (including, without
limitation, reasonable attorney's fees) which result from, arise in connection
with or are related I any way to (i) any breach or alleged breach by the
indemnifying party of any of its representations and warranties set forth
herein, or (ii) the misrepresentation, or error or omission by the indemnifying
party. The obligations of this paragraph are conditioned on the indemnified
parties (i) giving the indemnifying party prompt written notice of any such
claim, and (ii) providing reasonable cooperation in the defense and all related
settlement negotiations.

13.      TERM AND TERMINATION.

         13.1     TERM. The term of this Agreement will commence upon the
                  Effective Date and will terminate five (5) years thereafter.

         13.2     CHANGE OF CONTROL. In the event of a change in control of the
                  ownership of either HSI or Vista, the other party shall have
                  the right to extend this Agreement for a period of ten (10)
                  years provided they deliver written notice to the other within
                  ninety (90) days of the change of control event actually
                  occurring.

         13.3     RENEWAL. Vista may renew this Agreement, at Vista's
                  discretion, for an additional five (5) year period (the
                  "Renewal Period") exercisable by providing HSI not less than
                  six (6) month's notice of intent to renew prior to the
                  expiration of the initial term.

         13.4     TERMINATION FOR CAUSE. Either party may terminate this
                  Agreement upon written notice of a material breach by the
                  other party as provided below. Each party agrees to use best
                  efforts to resolve all conflicts arising under this Agreement
                  in accordance with the terms of Section 14.5 ("Escalation
                  Procedure"). However, if a material breach of this Agreement
                  remains unresolved after the steps in Section 14.5
                  ("Escalation Procedure") have been exhausted, this Agreement
                  may be terminated in its entirely by the non-breaching party.
                  For the purposes of this Agreement, material breach shall
                  include, without limitation, the failure by Vista or HSI to
                  make payments when due or HSI's failure or inability to
                  deliver the HSI Database Content for whatever reason. If the
                  breaching party has failed to cure the breach within ninety
                  (90) days after the receipt by the breaching party of written
                  notice of such breach, (except for breaches by a party of the
                  confidentiality obligations or payment obligations, for which
                  the period will be thirty (30) days after receipt 


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<PAGE>


         by the breaching party of written notice of such breach), the
         non-breaching party may give a second notice to the breaching party
         terminating the Agreement. In addition, this Agreement may be
         terminated immediately upon the occurrence of one of the events of
         default described in (a) through (f) below ("Specified Event");
         provided, however, that the breaching party will have ninety (90) days
         to cure the occurrence of a Specified Event identified in subparagraphs
         (a) through (f) below.

         (a)      the filing of an application for or the consenting to or
                  directing the appointment of, or the taking of possession by,
                  a receiver, a custodian, trustee or liquidator of all or
                  substantially all of a party's property, whether tangible or
                  intangible, wherever located;

         (b)      the making of a general assignment for the benefit of
                  creditors;

         (c)      the commencing or the intention to commence a voluntary case
                  under federal bankruptcy laws (as now or hereinafter may be in
                  effect);

         (d)      the adjudication that a party is bankrupt or insolvent;

         (e)      the filing of or the intent to file by a party of a petition
                  seeking to take advantage of any other law providing for the
                  relief of debtors, or

         (f)      the acquiescence to or the failure to have dismissed within
                  ninety (90) days, any petition filed against a party in any
                  involuntary case under such bankruptcy law.

14.      RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION


         14.1     REMOVAL OF VISTA PRODUCT OFFERING VISTA TRADEMARKS. Upon the
                  expiration or termination of this Agreement, HSI shall
                  immediately remove all Vista Trademarks from the HSI Web Page
                  and shall otherwise immediately cease all representation of
                  itself as an authorized distributor of Vista Products and
                  strategic partner of HSI. Notwithstanding the foregoing, HSI
                  shall permit Vista to fill orders received by Vista prior to
                  such expiration or termination (subject to the obligation to
                  pay HSI in accordance with the terms of Section 7).

         14.2     REDELIVERY OF HSI DATABASE CONTENT. Upon the expiration or
                  termination of this Agreement, Vista shall immediately
                  redeliver to HSI all copies of the HSI Database Content and
                  shall otherwise immediately cease all representation of itself
                  as a strategic partner of HSI. Notwithstanding the foregoing,
                  HSI shall permit Vista to fill orders received by Vista prior
                  to such expiration or termination (subject to the obligation
                  to pay HSI in accordance with the terms of Section 7).

         14.3     NO EFFECT ON CUSTOMERS. Expiration or termination of this
                  Agreement for any reason shall not affect customer agreements
                  for the Vista Product, which shall continue in full force and
                  effect in accordance with their terms.

         14.4     RETURN OF PROPERTY. Within thirty (30) days after any
                  termination or expiration of this Agreement, each party shall
                  immediately deliver to the other party all copies of
                  Confidential Information or other materials then in its
                  possession owned solely by such other party.

         14.5     ESCALATION PROCEDURE. The Relationship Managers for both
                  parties have the primary responsibility to resolve conflicts
                  under this Agreement in a timely manner. Any conflicts
                  unresolved by the Relationship Managers within fifteen (15)
                  business days of the Relationship Managers' first meeting to
                  discuss such conflict will be escalated in writing to CHIEF
                  EXECUTIVE OFFICER of Vista and of HSI, their successors or
                  such other officers of the parties as are designated in
                  writing in accordance with the notice provisions of Section
                  15.3 ("Notice and Service"). Such individuals will use best
                  efforts to resolve the conflict as soon as possible and to
                  record the resolution of the conflict in writing. These
                  efforts shall not prevent termination of the Agreement in the
                  periods provided in Section 13.1 ("Termination for Cause").


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<PAGE>


15.      GENERAL

         15.1     NO PARTNERSHIP OR JOINT VENTURE. HSI and Vista are independent
                  contractors and neither party is the legal representative,
                  agent, joint venturer, partner, or employee of the other party
                  for any purpose whatsoever. Neither party has any right or
                  authority to assume or create any obligations of any kind or
                  to make any representation or warranty on behalf of the other
                  party, whether express or implied, or to bind the other party
                  in any respect whatsoever.

         15.2     LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE
                  LIABLE TO OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL,
                  SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR
                  ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR
                  TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND
                  IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
                  POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

         15.3     NOTICE AND SERVICE. All notices or requests, including
                  communications and statements which are required or permitted
                  under the terms of this Agreement, shall be in writing and
                  shall be sent by facsimile, or recognized commercial overnight
                  courier. Notices shall be deemed received upon receipt of
                  written confirmation of transmissions when sent by facsimile
                  or signing for receipt of delivery if sent by overnight
                  courier. Notices shall be sent to the parties at the following
                  addresses:

                    For HSI:                  HomeSeekers.com, Inc.
                                              2241 Park Place, Suite E
                                              Minden, NV  89423
                                              Phone:  (702) 782-2977
                                              Fax:  (702) 782-6931
                                              Attention:  Greg Johnson

                    For Vista:                Vista Information Solutions, Inc.
                                              5060 Shoreham Place
                                              San Diego, CA  92122
                                              Phone:  (619) 450-6100
                                              Fax:  (619) 450-6185

         15.4     CAPTIONS. All indices, titles, subject headings, section
                  titles and similar items contained in this Agreement are
                  provided for the purpose of reference and convenience only and
                  are not intended to be inclusive, definitive or to affect the
                  meaning, content or scope of this Agreement.

         15.5     ASSIGNMENTS. Vista may not assign, voluntarily, by operation
                  of law, or otherwise, any rights or delegate any duties under
                  this Agreement (other than the right to receive payments)
                  without HSI's prior written consent. This Agreement will bind
                  and inure to the benefit of the parties and their respective
                  successors and permitted assigns.

         15.6     SURVIVAL. Upon any termination of this Agreement, the
                  following Sections shall remain in full force and effect: 10
                  ("Confidentiality"), 12 ("Indemnification"), 13 ("Term and
                  Termination"), 14 ("Return of Property"), and 15 ("General").

         15.7     GOVERNING LAW AND JURISDICTION. This Agreement shall be
                  governed by and construed under the laws of the State of
                  California without regard to conflict of laws principles.

         15.8     WAIVERS; MODIFICATION. No failure or delay by either party in
                  exercising any right, power, or remedy under this Agreement
                  shall operate as a waiver of any such right, power, or remedy.
                  No waiver or modification of any provision of this Agreement
                  shall be effective unless in writing and signed by both
                  parties. Any waiver by either party of any provision of this
                  Agreement shall not be construed as a waiver of any other
                  provision of this Agreement, nor shall such waiver operate as
                  or be construed as a waiver of such provision respecting any
                  future event or circumstance.


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<PAGE>


         15.9     SEVERABILITY. In the event any provision of this Agreement (or
                  portion thereof) is determined by a court of competent
                  jurisdiction to be invalid, illegal, or otherwise
                  unenforceable, such provision shall be deemed to have been
                  deleted from this Agreement, while the remainder of this
                  Agreement shall remain in full force and effect according to
                  its terms.

         15.10    CONSTRUCTION. This Agreement reflects the wording accepted by
                  the parties and no rule of construction shall apply against
                  either party. Each party retains the right to correct any
                  typographical or other clerical errors in this Agreement.

         15.11    ENTIRE AGREEMENT. This Agreement (together with the Exhibits
                  hereto) constitute the entire agreement and understanding
                  between the parties hereto with respect to the subject matter
                  hereof and supersede any and all other agreements, written or
                  oral, that the parties heretofore may have had with respect to
                  the subject matter herein.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed.

HOMESEEKERS.COM, Inc.                       Vista Information Solutions, Inc.

HSI Corp.                                    
                                             ----------------------------

By:                                          By:
     -----------------------------              --------------------------
Title:                                       Title:
      ----------------------------                 ------------------------





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