EXHIBIT 2.3
FIRST AMENDMENT TO CONDITIONAL PROMISSORY NOTE
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This First Amendment to Conditional Promissory Note (this "Amendment") is
entered into as of this 15th day of February, 2001 (the "Effective Date"), by
and among XxxxXxxxxxx.xxx, Incorporated, a Nevada corporation ("HomeSeekers"),
Xxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxxxx X. Xxxxxxxxx, and Xxx Xxxxxxx. Xx.
Xxxxxxxxx and Messrs. Robertson, Ureno, and Xxxxxxx are herein referred to
collectively as the "Members."
WHEREAS, HomeSeekers and the Members entered into that certain Purchase
Agreement dated July 21, 2000 (the "Agreement"), under which HomeSeekers
purchased from the Members all of the issued and outstanding membership
interests in Immediate Results through Intuitive Systems, LLC, a California
limited liability company ("IRS");
WHEREAS, pursuant to Section 2.2 of the Agreement, HomeSeekers executed and
delivered to the Members a Conditional Promissory Note dated July 21, 2000 (the
"Conditional Promissory Note");
WHEREAS, Subsection 1(b) of the Conditional Promissory Note imposes
contingent obligations upon HomeSeekers to issue to the Principal Shareholders
shares of the HomeSeekers' common stock, par value $.001 per share (the
"HomeSeekers Common Stock");
WHEREAS, the parties desire to fully and finally resolve the foregoing
contingent obligations;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt of which
is expressly acknowledge, the parties hereto agree as follows:
1 Subsection 1(b) 2.1(c) of the Conditional Promissory Note is deleted in its
entirety, and is replaced with the following subsection:
(b) On or before February 28, 2001, HomeSeekers shall issue and
deliver to the Members, in the aggregate, two million five hundred
thousand (2,500,000) shares of HomeSeekers Common Stock. The foregoing
shares shall be divided among the Members in accordance with
Subsection 1(d) of this Conditional Promissory Note.
2. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada regardless of the fact that any of the parties
hereto may be or may become a resident of a different country, state, or
jurisdiction. Any suit, action, or proceeding arising out of, or with respect
to, this Agreement shall be filed in a court of competent jurisdiction within
the County of Washoe, State of Nevada or in the U.S. District Court for the
District of Nevada, Northern Division. The parties hereby consent to the
personal jurisdiction of such courts within the County of Washoe, State of
Nevada and the U.S. District Court for the District of Nevada, Northern
Division. The parties hereby waive any objections to venue in such courts with
Washoe County, State of Nevada and the U.S. District Court for the District of
Nevada, Northern Division.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Agreement and Plan of Merger to be duly executed and delivered as of the day
and year first above written.
HOMESEEKERS INCORPORATED, a Nevada
corporation
By:_____________________________________
Name:___________________________________
Title:__________________________________
Members:
/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxxxxxx X. Xxxxxxxxx
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XXXXXXXX X. XXXXXXXXX
/s/ Xxx Xxxxxxx
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XXX XXXXXX
Washoe County, State of Nevada and the U.S. District Court for the District of
Nevada, Northern Division.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Agreement and Plan of Merger to be duly executed and delivered as of the day and
year first above written.
HOMESEEKERS INCORPORATED, a Nevada
corporation
By: /s/ [ILLEGIBLE]/\/\
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Name: /s/ [ILLEGIBLE]/\/\
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Title: CEO
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MEMBERS:
__________________________________
XXXX XXXXXXXXX
__________________________________
XXXXX XXXXX
__________________________________
XXXXXXXX X. XXXXXXXXX
__________________________________
XXX XXXXXXX
