The Offer to Purchase dated _________ and signed by Buyer, _________, for purchase of real estate at _________ is countered. All terms and conditions to remain the same as stated on the Offer to Purchase except the following: _______________ _______________

Seller agrees to sell and convey the above property on the terms and conditions as set forth in this Seller's Counter-Offer and acknowledges receipt of a copy of it. The warranties and representations made in this Counter-Offer survive the closing of this transaction.

This Counter-Offer must be accepted on or before _________(TIME IS OF THE ESSENCE) and it shall not become binding upon Seller until a copy of the accepted Counter-Offer is deposited, postage prepaid, in the United States mails, addressed to Seller at _________ or by person delivery thereof to Seller.

The above Counter-Offer is hereby (accepted/countered). If countered, all terms and conditions to remain the same as stated on the Offer to Purchase and not to include any of the terms on the above or any other Counter-Offer except the following: _______________ _______________

This Buyer's Counter-Offer must be accepted on or before _________(TIME IS OF THE ESSENCE) and it shall not become binding upon Buyer until a copy of the accepted Counter-Offer is deposited, postage prepaid, in the United States mails, addressed to Buyer at _________ or by personal delivery thereof to Buyer.

Buyer's above Counter-Offer is hereby accepted. If Seller is not accepting Buyer's Counter-Offer, Seller should not sign below. Seller may counter on a new Counter-Offer form.

[Attach original Offer to Purchase]