ADDENDUM NO. 1

TO EXCLUSIVE RIGHT TO SELL LISTING AGREEMENT

& AGENCY DISCLOSURE

THIS IS AN ADDENDUM to that EXCLUSIVE RIGHT TO SELL LISTING AGREEMENT &AGENCY DISCLOSURE (the "Listing Agreement") entered into on the day of , , between (the "Seller"), and Windermere Real Estate(the"Company"), regarding the Property located at: (the "Property"). The following terms are hereby incorporated as part of the Listing Agreement, and to the extent these terms modify or conflict with any provisions of the Listing Agreement, these terms shall control.

1. Windermere Real Estate reserves the right to refuse, postpone or cancel any listing not meeting its requirements of seller cooperation, accessibility for showings, property condition or any item affecting the Agent/Company's ability to sell the property. If Windermere Real Estate cancels, the Protection Period Paragraph 3 of the Listing Agreement does not apply.

2. Seller understands and agrees Agent may only provide an estimation of the net proceeds regarding any potential sale.

3. Seller understands and agrees,

a. The Original List Price will be $______and will determine the Flat Listing Fee.

b. Seller cannot raise the Original List Price and keep the lower flat listing fee such as in the case of raising the list price above $399,999 or $999,999 respectively. In accordance with paragraph 2 of the Exclusive Right To Sell Listing Agreement & Agency Disclosure, Seller agrees to pay any increase that may occur in the stated Flat Listing Fee together with the 3% Buyer’s Agent Commission that occurs from raising the Original List Price.

c. Price reductions to the Original List Price will NOT change the flat listing fee.

d. The following is the Flat Listing Fee Schedule:

Original List Price: $0 to $399,999, Flat Listing Fee is $2,995

Original List Price: $400,000 to $999,999, Flat Listing Fee is $5,995

Original List Price: $1,000,000 and above, Flat Listing Fee is $9,995

e. In regards to “Short Sale”, ”Third Party”, “Bank Owned” or “REO” Listings, commissions will start at 6% and then be negotiated with Third Party.

4. Withdrawal/Cancelation of the Listing Agreement by Seller may occur 30 calendar days and thereafter from the Effective Date (Paragraph 17.) with notice, in writing, no explanation needed (but appreciated), with the following exceptions:

a. In connection with the Multiple Listing Service requirements to ‘reset’ a listing to “0” days on the market and in order to reduce the Flat Listing Fee, a listing must be expired for a minimum of 90 days.

b. A Real Estate Purchase Contract (REPC) has been accepted by Seller and Buyer.

c. PROTECTION PERIOD paragraph 3, of the Listing Agreement will NOT be canceled.

5. Regarding Windermere Real Estate print advertising, Seller understands and agrees to the following:

a. Listing information may take up to 14 days from Effective Date before appearing in typical printed advertising.

b. Withdrawal/Cancelation of advertising may take up to 14 days after notice is received

6. The Seller authorizes the Company, the Seller’s Agent and other approved Company Agents to advertise the Property for sale throughadditional printed and/or electronic media such as, but not limited to, KSL.com and Craigslist.com, etc., as deemed necessary and appropriate by the Seller's Agent and the Company.

7.For clarification purposes, the Brokerage Fee in Section 2 of the Exclusive Right to Sell Listing Agreement & Agency Disclosure will be paid at Closing regardless if the Buyer is Represented or Unrepresented. If Buyer is Unrepresented the full Brokerage Fee will be paid to Windermere Real Estate.

ALL OTHER TERMS of the Listing Agreement, not modified by this ADDENDUM shall remain the same.

(Seller Signature) (Date) (Seller Signature)(Date)

ACCEPTED by the Company

By ______

(Authorized Seller's Agent)Date

By ______(Principal Broker)04/19/2012

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modification, copying or distribution without written consent is prohibited. NO REPRESENTATION IS MADE AS TO THE LEGAL

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