INLAND WESTERN RETAIL REAL ESTATE TRUST INC
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>9
<FILENAME>a2128945zex-10_20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
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                                                                   Exhibit 10.20

                           PURCHASE AND SALE AGREEMENT

                               Darien Towne Centre
                                Darien, Illinois


                                 by and between


                           75TH AND LYMAN CORPORATION,
                             a Delaware corporation,

                                     SELLER


                                       and


                      INLAND RETAIL REAL ESTATE TRUST, INC.
                             a Maryland corporation,

                                    PURCHASER


                            DATED: November 12, 2003

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                                TABLE OF CONTENTS

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<Caption>
                                                                                       Page
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1.      DEFINITIONS......................................................................1

2.      SALE; PURCHASE PRICE.............................................................4

2.1     Purchase and Sale................................................................4

2.2     Purchase Price...................................................................5

3.      DUE DILIGENCE AND TENANT ESTOPPELS...............................................5

3.1     Seller's Deliveries; Work Product................................................5

3.2     Due Diligence....................................................................7

3.3     Title and Survey................................................................10

3.4     Tenant Estoppels................................................................11

3.5     Bulk Sales......................................................................12

4.      CLOSING; ADDITIONAL CONDITIONS; DELIVERIES......................................12

4.1     Time, Place and Manner of Closing...............................................12

4.2     Condition to Parties' Obligation to Close.......................................13

4.3     Deliveries......................................................................13

4.4     Permitted Termination...........................................................15

5.      PRORATIONS......................................................................15

5.1     Post-Closing Tenant Contributions and Security Deposits.........................15

5.2     Prorations for Closing Month....................................................16

5.3     Percentage Rent.................................................................16

5.4     Order of Application............................................................16

5.5     Operating Expenses..............................................................16

5.6     Real Estate Taxes...............................................................17

5.7     Utilities.......................................................................17
</Table>

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<Table>
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5.8     Leasing Costs...................................................................17

5.9     Insurance Policies and Property Management Agreements...........................18

5.10        Other Proration Matters.....................................................18

5.11        Survival....................................................................18

6.      SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS..............................18

6.1     Power...........................................................................18

6.2     Requisite Action................................................................18

6.3     Authority.......................................................................18

6.4     Conflicts.......................................................................19

6.5     Leases..........................................................................19

6.6     Service Contracts...............................................................19

6.7     Violation Notices...............................................................19

6.8     Litigation......................................................................19

6.9     Lease Brokerage.................................................................20

6.10        Environmental Matters.......................................................20

6.11        Licenses and Permits........................................................20

6.12        Employment..................................................................20

6.13        Limitations on Seller's Representations and Warranties......................20

7.      PURCHASE AS-IS..................................................................21

7.1     Waiver of Contribution and Disclaimer Concerning Perchloroethylene..............22

8.      PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS...........................23

8.1     Power...........................................................................23

8.2     Requisite Action................................................................23

8.3     Authority.......................................................................23

8.4     Conflicts.......................................................................23

8.5     Litigation......................................................................24
</Table>

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<Table>
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8.6     ERISA...........................................................................24

8.7     Survival of Purchaser's Warranties..............................................24

9.      CLOSING COSTS...................................................................24

10.         COMMISSIONS.................................................................24

11.         POSSESSION..................................................................25

12.         ATTORNEYS' FEES AND COSTS...................................................25

13.         NOTICES.....................................................................25

14.         FIRE OR OTHER CASUALTY; CONDEMNATION........................................26

14.1        Casualty....................................................................26

14.2        Eminent Domain..............................................................26

15.         OPERATIONS AFTER DATE OF THIS AGREEMENT.....................................27

16.         ASSIGNMENT..................................................................28

17.         REMEDIES....................................................................29

17.1        Purchaser's Remedies........................................................29

17.2        Seller's Remedies...........................................................29

17.3        Survival....................................................................30

18.         MISCELLANEOUS...............................................................31

18.1        Entire Agreement............................................................31

18.2        Time........................................................................31

18.3        Counterpart Execution.......................................................31

18.4        Governing Law...............................................................31

18.5        Confidentiality.............................................................31

18.6        Recordation.................................................................32
</Table>

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<Table>
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18.7        Benefit.....................................................................32

18.8        Section Headings............................................................32

18.9        Further Assurances..........................................................32

18.10       Severability................................................................33

18.11       Waiver of Trial by Jury.....................................................33

18.12       Independent Counsel.........................................................33

18.13       Governmental Approval.......................................................33

18.14       No Waiver...................................................................33

18.15       Discharge and Survival......................................................34

18.16       Designation of Reporting Person.............................................34

19.         EXCULPATION OF SELLER AND RELATED PARTIES...................................34

20.......................................................................................I

21.     IRV'S MENSWEAR...................................................................I
</Table>

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                           PURCHASE AND SALE AGREEMENT

      THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is made and entered
into as of the 12th day of November, 2003, by and between 75TH AND LYMAN
CORPORATION, a Delaware corporation ("SELLER"), and INLAND RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation ("PURCHASER").

      Seller desires to sell and Purchaser desires to purchase the Property (as
defined below) commonly known as the Darien Towne Centre in the City of Darien,
County of DuPage and State of Illinois, subject to and on the terms and
provisions of and for the considerations set forth in this Agreement.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

1.    DEFINITIONS.

      As used in this Agreement, the following terms have the following
meanings:

            "ADDITIONAL TITLE REVIEW DATE" has the meaning assigned to that term
      in SECTION 3.3.

            "AFFIDAVIT" has the meaning assigned to that term in SECTION 4.3.

            "ASSIGNMENT OF CONTRACTS" has the meaning assigned to that term in
      SECTION 4.3.

            "ASSIGNMENT OF LEASES" has the meaning assigned to that term in
      SECTION 4.3.

            "CASH BALANCE" has the meaning assigned to that term in SECTION 2.2.

            "CASUALTY ELECTION DATE" has the meaning assigned to that term in
      SECTION 14.1.

            "CB" means Seller's investment manager, CBRE Investors LLC.

            "CLOSING" has the meaning assigned to that term in SECTION 4.1.

            "CLOSING DATE" means ten (10) calendar days following the Due
      Diligence Expiration Date or such other date as is agreed by Seller and
      Purchaser.

            "CONDEMNATION ELECTION DATE" has the meaning assigned to that term
      in SECTION 14.2.

            "CRITICAL TENANTS" has the meaning assigned to that term in SECTION
      3.4.

            "DEED" has the meaning assigned to that term in SECTION 4.3.

            "DUE DILIGENCE" has the meaning assigned to that term in SECTION
      3.2.

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            "DUE DILIGENCE EXPIRATION DATE" means 5:00 p.m. Chicago Time on the
      date that is thirty (30) days following the date of this Agreement.

            "EARNEST MONEY" has the meaning assigned to that term in
      SECTION 2.2.

            "ENVIRONMENTAL DUE DILIGENCE EXPIRATION DATE" means 5:00 p.m.
      Chicago Time on the date that is fourteen (14) calendar days following the
      date of this Agreement.

            "ENVIRONMENTAL LAWS" means all federal, state and local
      environmental laws, rules, statutes, directives, ordinances and
      regulations issued by any governmental entity and in effect as of the date
      of this Agreement which regulate Hazardous Materials affecting the Real
      Property, or any portion thereof, and as same have been amended, modified
      or supplemented from time to time prior to the date of this Agreement,
      including but not limited to the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.),
      the Hazardous Substances Transportation Act (49 U.S.C. Section 1802 et
      seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901
      et seq.), the Water Pollution Control Act (33 U.S.C. Section 1251 et
      seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the
      Clean Air Act (42 U.S.C. Section 7401 et seq.), the Solid Waste Disposal
      Act (42 U.S.C. Section 6901 et seq.), the Toxic Substances Control Act (15
      U.S.C. Section 2601 et seq.), the Emergency Planning and Community
      Right-to-Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the Radon and
      Indoor Air Quality Research Act (42 U.S.C. Section 7401 note, et seq.),
      the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. Section
      9601 et seq.), comparable state and local laws, and any and all rules and
      regulations which have become effective prior to the date of this
      Agreement under any and all of the aforementioned laws.

            "ESCROW COMPANY" means Chicago Title Insurance Company, 171 N. Clark
      Street, Chicago, IL 60601-3294, Attention: Nancy Castro, Senior Escrow
      Officer.

            "HAZARDOUS MATERIALS" means any substance which is designated,
      defined, classified or regulated as a hazardous or toxic substance,
      hazardous material, hazardous waste, pollutant or contaminant (including
      petroleum, petroleum by-products, radon, asbestos and asbestos containing
      materials, polychlorinated biphenyls, radioactive elements, infectious
      agents, and urea formaldehyde), as such terms are used in any
      Environmental Laws.

            "INDEMNIFIED PARTIES" has the meaning assigned to that term in
      SECTION 3.2.

            "INTANGIBLE PROPERTY" means, to the extent freely transferable by
      Seller, all right, title and interest, if any, of Seller in: (a) any and
      all permits, entitlements, filings, building plans, specifications and
      working drawings, certificates of occupancy, operating permits, sign
      permits, development rights and approvals, certificates, licenses,
      warranties and guarantees; (b) all trade names, service marks,
      designations and logos, and all tenant lists, advertising materials and
      telephone exchange numbers identified with the Property; and (c) all other
      intangible property, miscellaneous rights, benefits or privileges of any
      kind or character relating solely to the Property, to the extent such
      right, title and interest is

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      transferable by Seller to Purchaser without violating any legal
      obligation; PROVIDED, HOWEVER, that the Intangible Property shall not
      include claims, actions, causes of action, judgments, receivables, cash,
      securities, cash equivalents, or the name of Seller.

            "LAND" means the real property legally described on the attached
      SCHEDULE 1.

            "LATER DATE DEFECTS" has the meaning assigned to that term in
      SECTION 3.3.

            "LEASES" means all unexpired leases, subleases, occupancy
      agreements, and any other agreements for the use, possession, or occupancy
      of any portion of the Real Property as of the Closing Date listed on
      SCHEDULE 6.5 and any tenant guaranties delivered in connection with any of
      the foregoing.

            "LEASING COSTS" has the meaning assigned to that term in SECTION
      5.8.

            "LEASING STATUS REPORT" has the meaning assigned to that term in
      SECTION 15(b).

            "NOTICE" has the meaning assigned to that term in SECTION 13.

            "NOTICE DATE" has the meaning assigned to that term in SECTION 15.

            "PERMITTED EXCEPTIONS" has the meaning assigned to that term in
      SECTION 3.3.

            "PERSONAL PROPERTY" means all of the right, title, and interest of
      Seller in and to the tangible personal property, which is located at and
      used in connection with any of the Real Property and identified on
      SCHEDULE 4.3, but specifically excluding: (a) any personal property owned,
      financed or leased by the tenants under the Leases; (b) any computer
      software which either is licensed to Seller or Seller deems proprietary;
      (c) any tangible personal property owned by any unaffiliated on-site
      property manager; (d) internal memoranda, correspondence, analyses,
      documents or reports prepared by or for Seller, its shareholders, Property
      Manager, CB, or their agents in connection with this Agreement, the sale
      of the Property, the acquisition of the Property by Seller (other than
      environmental, structural and other reports, if any, prepared by third
      parties relating to the physical condition of the Property); (e)
      communications between Seller, its shareholders, Property Manager, CB,
      and/or their agents; (f) appraisals, assessments or other valuations of
      the Property in the possession of Seller, its shareholders, Property
      Manager, CB, or their agents; (g) offers or inquiries from third parties
      relating to the purchase of the Property; (h) organizational documents of
      Seller; (i) personnel records of Seller; and (j) communications or other
      internal memoranda, correspondence, analyses, documents or reports that
      are subject to an attorney-client or other evidentiary privilege.

            "PROPERTY" means the Real Property, the Personal Property, the
      Service Contracts, the Leases and the Intangible Property.

            "PROPERTY MANAGER" means Seller's property manager, the Trammell
      Crow Company.

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            "PROPERTY MANAGER'S OFFICE" means the Property Manager's office at
      1375 East Woodfield Road, Suite 750, Schaumburg, Illinois 60173.

            "PROPOSAL" has the meaning assigned to that term in SECTION 15(b).

            "PRORATION DATE" has the meaning assigned to that term in SECTION 5.

            "PURCHASE DOCUMENTS" has the meaning assigned to that term in
      SECTION 19.

            "PURCHASE PRICE" has the meaning assigned to that term in SECTION
      2.2.

            "REAL PROPERTY" means the Land, together with any improvements
      thereon and appurtenances thereto, including, but not limited to, all
      buildings and structures located on the Land.

            "REPORTING PERSON" has the meaning assigned to that term in SECTION
      18.16.

            "SELLER'S DEFAULT" has the meaning assigned to that term in SECTION
      17.

            "SELLER'S UNDERTAKINGS" has the meaning assigned to that term in
      SECTION 19.

            "SERVICE CONTRACTS" means all service contracts, equipment leases
      and other agreement relating to the Property listed on SCHEDULE 6.6.

            "SURVEY" has the meaning assigned to that term in SECTION 3.3.

            "SURVIVING OBLIGATIONS" means the provisions in this Agreement
      designated as surviving Closing or any termination of this Agreement.

            "TENANT CONTRIBUTIONS" has the meaning assigned to that term in
      SECTION 5.1.

            "TITLE COMMITMENT" has the meaning assigned to that term in SECTION
      3.3.

            "TITLE COMPANY" means Chicago Title Insurance Company which has a
      mailing address at 171 N. Clark Street, Chicago, IL 60601-3294, Attention:
      Robert Strybel, Esq.

            "TITLE POLICY" has the meaning assigned to that term in SECTION 3.3.

            "TITLE AND SURVEY REVIEW DATE" has the meaning assigned to that term
      in SECTION 3.3.

2.    SALE: PURCHASE PRICE.

      2.1   PURCHASE AND SALE.

      Subject to the terms and provisions of this Agreement, Seller agrees to
sell and convey to Purchaser, and Purchaser agrees to purchase from Seller the
Property.

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      2.2   PURCHASE PRICE.

      The total purchase price (hereinafter called the "PURCHASE PRICE") to be
paid by Purchaser to Seller for the Property shall be Thirty Million and 00/100
Dollars ($30,000,000.00). The Purchase Price shall be payable in the following
manner:

            (a)   Earnest Money.

      Purchaser shall, within five (5) business days after the date of this
Agreement, deposit with the Escrow Company, as escrow agent, the amount of One
Million Dollars ($1,000,000) (the "EARNEST MONEY"). All Earnest Money shall be
non-refundable, except as otherwise provided in this Agreement. All Earnest
Money shall be in the form of a wire transfer of immediately available United
States of America funds. The Earnest Money shall be held and disbursed by the
Escrow Company acting as escrow agent. The Earnest Money shall be invested in an
interest bearing account at a federally insured institution. Any interest
accruing on the Earnest Money shall be deemed part of the Earnest Money and paid
to the party to which the Earnest Money is distributed or credited pursuant to
the provisions of this Agreement. Purchaser shall provide its federal taxpayer
identification number to Escrow Company upon the opening of escrow. If the sale
is consummated in accordance with the terms of this Agreement, the Earnest Money
and any interest thereon shall be applied to the Purchase Price to be paid by
Purchaser at the Closing. If Purchaser fails to timely deliver the Earnest
Money, it shall be a material default and Seller may terminate the Agreement. If
this Agreement is terminated by either party pursuant to a right to do so
provided herein (other than a termination by Seller pursuant to SECTION 17 on
account of a breach of Purchaser's obligations hereunder), then the Earnest
Money shall be refunded to Purchaser.

            (b)   Cash Balance.

      Subject to the satisfaction or waiver of all conditions precedent to
Purchaser's obligations to consummate the transactions contemplated by this
Agreement, Purchaser shall pay to Seller the balance of the Purchase Price,
subject to the prorations described in SECTION 5 below, in cash (the "CASH
BALANCE"), by wire transfer, no later than noon (Chicago Time) on the Closing
Date, of immediately available United States of America funds to the Escrow
Company for payment to Seller, in accordance with the terms and conditions of
this Agreement.

3.    DUE DILIGENCE AND TENANT ESTOPPELS.

      3.1   SELLER'S DELIVERIES; WORK PRODUCT.

      Within five (5) days after the date of this Agreement, Seller shall (i)
deliver to Purchaser, for Purchaser's inspection items enumerated (a), (b), (c),
(d), (e), (f), (g) and (h) below and (ii) make available to Purchaser, for
Purchaser's inspection and copying, the files containing the items enumerated
(i), (j) and (k) below, which are in Seller's actual possession or maintained by
the Property Manager at the Property Manager's Office and which relate solely to
the Property:

            (a)   all Leases;

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            (b)   all Service Contracts entered into by Seller;

            (c)   copies of the real estate tax bills for the current year and
      two prior years, if available;

            (d)   any existing third party environmental reports, including any
      Phase I environmental reports, structural, roof and engineering reports,
      and architectural plans, specifications and drawings relating to the
      physical condition of the Property;

            (e)   annual operating statements for the Property for the last
      three calendar years and monthly operating statements for the months in
      the current year prepared by the Property Manager;

            (f)   a copy of the most current rent roll prepared by or for Seller
      in the ordinary course of its business;

            (g)   copies of all Proposals presently outstanding;

            (h)   certificates of occupancy and zoning letters pertaining to the
      Property (in either case, to the extent available in files maintained in
      the Property Manager's Office);

            (i)   tenant's insurance certificates; and

            (j)   all existing contracts and work orders for pending repairs or
      capital improvements to be performed at the Property, and all contracts
      for such work performed during the twelve (12) months immediately
      preceding the date of this Agreement for a contract price in excess of Ten
      Thousand Dollars ($10,000); and

            (k)   all other documents maintained in the ordinary course of
      business in the tenant files maintained in the Property Manager's Office,
      including without limitation lease abstracts (if any), existing estoppel
      certificates (if any) and tenant financial statements.

      Notwithstanding the foregoing, in no event shall Seller be required to
deliver or make available to Purchaser any items specifically excluded from the
definition of "Personal Property" set forth in SECTION 1.

      Seller shall deliver to Purchaser any documents described in clauses (a)
through (j) of this SECTION 3.1 and first coming into Seller's actual possession
or produced by Seller after the initial delivery and shall continue to make
available the same and any other documents described in this SECTION 3.1 during
the pendency of this Agreement.

      For purposes of this Agreement, references to "Seller's actual
possession," "Seller's possession," or to terms of similar import shall mean
only those items which are in the actual physical possession or under the actual
control of Property Manager, Seller or CB at CB's Bellevue, Washington office,
and expressly excludes any duty of inquiry or investigation and any constructive
or imputed possession or control. Seller shall instruct Seller's Property
Manager to make available any of the documents described in SECTION 3.1(a)-(k)
and located at the Property

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Manager's Office for Purchaser's inspection and copying at [Property Manager's
Office]. The information and documents provided under this SECTION 3.1 are
subject to the obligation of confidentiality in SECTION 18.5 below and to the
limitations and disclaimers in SECTION 7 below.

      In the event this Agreement terminates for any reason, Purchaser shall
promptly, but in no event later than five (5) business days after such
termination, deliver to Seller (i) all information delivered by Seller or
representatives of Seller to Purchaser or Purchaser's representatives and any
copies or compilations thereof, including without limitation, the materials
described in this SECTION 3.1; and (ii) subject to limitations on distribution
of any materials by the preparer thereof, copies of all surveys, environmental
audits, engineering studies, drawings, blueprints, soil reports, maps, master
plans, feasibility studies, and other similar reports and studies prepared by or
for Purchaser or its representatives by third parties that pertain to the
Property, without representation or warranty. Upon termination of this
Agreement, Purchaser will assign to Seller any agreements with third parties and
rights relating to studies, reports, plans, drawings or other work related to
the Property, including without limitation architectural and engineering work
product, to the extent assignable. The terms of this SECTION 3.1 shall survive
the termination of this Agreement.

      3.2   DUE DILIGENCE.

      Purchaser and its representatives shall be permitted to enter upon the
Property at any reasonable time and from time to time before the Closing Date to
examine, inspect and investigate the Property as well as all records and other
documentation made available by Seller in accordance with this Agreement
(collectively, "DUE DILIGENCE"). The Due Diligence shall be subject to the
terms, conditions and limitations set forth in this SECTION 3.2.

            (a)   Purchaser shall have a right to enter upon the Property for
      the purpose of conducting its Due Diligence provided that in each such
      instance (i) Purchaser notifies CB of its intent to enter the Property to
      conduct its Due Diligence not less than forty-eight (48) hours prior to
      such entry; (ii) the date and approximate time period are scheduled with
      Seller; and (iii) Purchaser and its representatives, agents, employees and
      contractors are in full compliance with the insurance requirements set
      forth in SECTION 3.2. At Seller's election, a representative of Seller
      shall be present during any entry by Purchaser or its representatives upon
      the Property for conducting its Due Diligence. Purchaser shall take all
      necessary actions to insure that neither it nor any of its
      representatives, representatives, agents, employees and contractors
      interfere with the tenants or ongoing operations occurring at the
      Property. Purchaser shall not cause or permit any mechanic liens,
      materialmen's liens or other liens to be filed against the Property as a
      result of it Due Diligence or other activities prior to Closing.

            (b)   From and after the date of this Agreement through and
      including the Closing Date, Purchaser may communicate with tenants in the
      Property, provided that (i) Purchaser notifies Seller, not less than
      forty-eight (48) hours prior to each such proposed communication of the
      desired date and time of such communication and the names of the tenants
      with which it wishes to communicate, and Purchaser shall use its best
      efforts to consolidate its communications with tenants so that such
      communications will occur

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      consecutively on no more than one (1) day in any calendar week; (ii)
      Seller or an authorized representative of the Property Manager (and not
      Purchaser) shall contact the tenants to arrange each such communication
      giving due consideration to Purchaser's requested date and time; (iii) a
      representative of CB must participate in any such communications, at
      Seller's election; and (iv) each such communication shall be limited to a
      general discussion of that tenant's lease and shall specifically exclude
      the making of any proposals to amend, buy out, relocate, or otherwise deal
      with such tenant's lease. Purchaser shall specifically notify all existing
      or prospective tenants with whom it or any of its representatives
      communicates that Purchaser has no authority to speak for or otherwise
      bind Seller and that any proposal proffered by Purchaser with respect to
      the Property shall be contingent upon sale of the Property by Seller to
      Purchaser.

            (c)   If prior to the Due Diligence Expiration Date, Purchaser
      becomes aware of any problem or defect in the Property or any other aspect
      of the Property which Purchaser in its sole discretion determines makes
      the Property unsuitable to Purchaser, Purchaser may (for any reason or no
      reason) terminate this Agreement by giving notice of termination to Seller
      on or before the Due Diligence Expiration Date. In the event of such
      termination, all of the Earnest Money shall be returned to Purchaser and
      neither party shall have any further obligations to the other party,
      except for the Surviving Obligations. If Purchaser does not timely give
      notice of such termination, Purchaser shall be deemed to have waived the
      right to terminate provided for in this SECTION 3.2(c) and this Agreement
      shall continue in full force and effect. Notwithstanding the foregoing,
      (i) Purchaser shall have until the Environmental Due Diligence Expiration
      Date to determine, whether the environmental condition of the Property is
      acceptable to Purchaser in Purchaser's sole discretion, and (ii) if
      Purchaser does not terminate this Agreement by the Environmental Due
      Diligence Expiration Date, Purchaser shall be deemed to have accepted the
      environmental condition of the Property and Purchaser thereafter shall not
      be entitled to conduct environmental due diligence prior to the Due
      Diligence Expiration Date.

            (d)   From the Due Diligence Expiration Date and until five (5) days
      prior to the Closing Date, Purchaser may give notice to Seller requesting
      termination of any or all of the Service Contracts which are noted on
      SCHEDULE 6.6 as being terminable upon notice by Seller. Seller will
      deliver notice to terminate such Service Contracts within three (3)
      business days following receipt of Purchaser's notice identifying the
      Service Contracts to be terminated. Purchaser agrees to and shall assume
      all Service Contracts not terminated prior to Closing (including each and
      every Services Contract as to which a termination notice was sent pursuant
      to the foregoing but for which the requisite notice period for termination
      of such Service Contract has not yet expired).

            (e)   Purchaser shall have the right to conduct, at its sole cost
      and expense, any reasonable inspections, studies or tests appropriate in
      determining the condition of the Property, provided, however, Purchaser is
      not permitted to perform any intrusive testing, including, without
      limitation, a Phase II environmental assessment or boring, without first
      (i) submitting to Seller the scope and inspections for such testing; and
      (ii) obtaining the prior written consent of Seller, which consent shall
      not be unreasonably withheld or delayed.

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            (f)   Purchaser agrees to indemnify, defend and hold Seller and its
      partners, trustees, beneficiaries, shareholders, members, managers,
      advisors and other agents and their respective partners, trustees,
      beneficiaries, employees, officers, directors and shareholders (the
      "INDEMNIFIED PARTIES") harmless from and against any and all claims,
      losses, damages, costs and expense (including, without limitation
      reasonable attorneys' fees and court costs) suffered or incurred by any of
      the Indemnified Parties as a result of or in connection with any
      activities of Purchaser (including activities of any of Purchaser's
      employees, consultants, contractors or other agents) relating to the
      Property, including, without limitation, mechanics' liens, damage to the
      Property, injury to persons or property resulting from such activities in
      connection therewith; except to the extent caused by the negligence or
      willful misconduct of any of the Indemnified Parties. In the event that
      the Property is disturbed or altered in any way as a result of such
      activities, Purchaser shall promptly restore the Property to its condition
      existing prior to the commencement of such activities which disturbed or
      altered the Property.

            (g)   Furthermore, Purchaser agrees to maintain and cause any of its
      employees, representatives, agents and contractors conducting any Due
      Diligence to maintain and have in effect commercial general liability
      insurance on an occurrence basis, covering activities on or about the
      Property, including (i) all risk coverage; (ii) contractual liability
      (which includes, without limitation, coverage for the indemnity and hold
      harmless agreement set forth in SECTION 3.2(f)), against claims for bodily
      injury, personal injury (with employee and contractual exclusions
      deleted), property damage and death; (iii) waiver of subrogation; and (iv)
      combined single limit of not less than One Million Dollars ($1,000,000)
      per occurrence and in the aggregate. Prior to entering the Property,
      Purchaser shall furnish Seller with certificates showing that all
      insurance is being maintained as required herein and endorsements naming
      Seller and its shareholders, officers, and directors as additional
      insureds under such policies. Each such certificate of insurance shall
      contain a provision that the coverage afforded under such policies will
      not be canceled or modified until at least thirty (30) days prior written
      notice has been given to Seller. If any such insurance policy expires
      before the termination of this Agreement, Seller shall be provided with
      renewal certificates or binders not less than thirty (30) days prior to
      such expiration together with evidence of the payment of premiums thereon.
      This SECTION 3.2(g) shall survive Closing or any termination of this
      Agreement.

            (h)   Purchaser acknowledges and agrees that it shall have no right
      to review or inspect any of the following: (i) internal memoranda,
      correspondence, analyses, documents or reports prepared by or for Seller,
      its shareholders, Property Manager, CB, or their agents in connection with
      this Agreement, the sale of the Property, the acquisition of the Property
      by Seller (other than environmental, structural and other reports, if any,
      prepared by third parties relating to the physical condition of the
      Property); (ii) communications between Seller, its shareholders, Property
      Manager, CB, and/or their agents; (iii) appraisals, assessments or other
      valuations of the Property in the possession of Seller, its shareholders,
      Property Manager, CB, or their agents; (iv) offers or inquiries from third
      parties relating to the purchase of the Property; (v) organizational
      documents of Seller; (vi) personnel records of Seller; and (vii)
      communications or other internal memoranda,

                                      - 9 -
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      correspondence, analyses, documents or reports that are subject to an
      attorney-client or other evidentiary privilege.

      3.3   TITLE AND SURVEY.

            (a)   Within ten (10) days after the date of this Agreement, Seller
      shall obtain and deliver to Purchaser for Purchaser's review a commitment
      for extended coverage owner's policy of title insurance, on the Real
      Property issued by the Title Company, along with a copy of each instrument
      listed as an exception thereon (the "TITLE COMMITMENT"). Seller shall also
      obtain and deliver an as-built survey of the Property, certified to the
      Purchaser, Purchaser's assigns under this Agreement and the Title Company
      as of a date not earlier than thirty (30) days prior to the date of this
      Agreement, and reflecting all special exceptions on the Title Commitment
      and apparent improvements, utility lines, easements, encroachments and
      parking spaces (including handicap parking spaces) on the Property and
      containing Table A Optional Survey Responsibilities and Specifications 1,
      2, 3, 4, 6, 7(a), (b)(1) and (2), (c), 8, 9, 10, 11, 12, 13, 14, 15 and 16
      (the "SURVEY"). Seller shall pay the costs relating to the Survey and the
      premium for a standard coverage owner's policy of title insurance.
      Purchaser shall pay all additional premiums associated with an extended
      coverage owner's policy of title insurance. Purchaser may obtain, at its
      sole cost and expense, any desired endorsements to the extent available.

            (b)   Purchaser shall have until the later of the Due Diligence
      Expiration Date or the date which is ten (10) days after receipt of the
      last of (i) the Title Commitment, (ii) the Survey and (iii) all title
      exception documents (such date being referred to as the "TITLE AND SURVEY
      REVIEW DATE"), to examine the Title Commitment or Survey and make any
      objections thereto, said objections to be made by notice to Seller given
      on or before the Title and Survey Review Date. If Purchaser shall fail to
      give notice of its objection to any exception to the Title Commitment or
      any matter shown on the Survey on or before the Title and Survey Review
      Date, Purchaser shall be deemed to have accepted such exception to the
      Title Commitment and such matter shown on the Survey.

            (c)   If the Title Company issues a supplemental Title Commitment,
      Purchaser shall have until the Due Diligence Expiration Date or the date
      which is five (5) days after receipt of the supplemental Title Commitment
      along with a copy of any document relating to matters shown therein (the
      "LATER DATE DEFECTS") and a revised Survey reflecting the Later Date
      Defects, whichever is later, but in no event later than the Closing Date
      (the "ADDITIONAL TITLE REVIEW DATE"), to object to Later Date Defects that
      were not shown on the Title Commitment (as previously updated), such
      objections to be made by notice to Seller given on or before the
      Additional Title Review Date. If Purchaser shall fail to give notice of
      its objection to any Later Date Defect on or before the Additional Title
      Review Date, Purchaser shall be deemed to have accepted such Later Date
      Defect. For the purpose of this Agreement, the following shall be
      permitted exceptions to title: all exceptions and matters approved by
      Purchaser, all exceptions and matters which Purchaser is deemed to have
      accepted, and all exceptions or matters caused by or through Purchaser
      (collectively, the "PERMITTED EXCEPTIONS")

                                     - 10 -
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            (d)   If Purchaser gives timely notice of objection to any matter in
      the Title Commitment or Survey or any Later Date Defect (in each case
      other than a matter caused by or through Purchaser), by the respective
      deadline for giving such notice, then Seller shall have the right, but not
      the obligation, to cure (by removal or other action, including obtaining a
      endorsement reasonably acceptable to Purchaser) such objection on or
      before the Closing Date; provided, however, that Seller shall have the
      obligation to remove all monetary liens and other matters objected to by
      Purchaser which were caused by Seller's intentional actions after the date
      of this Agreement. If Seller gives notice to Purchaser that Seller will
      not cure or remove any such matter to which Purchase has timely objected,
      then Purchaser may, at any time within five (5) days of the giving of such
      notice by Seller, or prior to the Closing Date, whichever is earlier, give
      Seller notice of Purchaser's election to terminate this Agreement, in
      which event all of the Earnest Money shall be returned to Purchaser and
      neither party shall have any further obligations to the other party except
      for the Surviving Obligations and except that Seller shall be deemed in
      default of this Agreement for failure to remove all monetary liens and
      other matters objected to by Purchaser which were caused by Seller's
      intentional actions after the date of this Agreement. If Purchaser shall
      fail to give such notice of termination within the time period prescribed
      in the preceding sentence, the Purchaser shall be deemed irrevocably to
      have elected to waive such objection and to have accepted such matter, in
      which event the matter shall be a Permitted Exception.

            (e)   It shall be a condition precedent to Purchaser's obligation to
      proceed to Closing that the Title Company shall issue to Purchaser or be
      irrevocably committed to issue to Purchaser an extended coverage ALTA
      owner's form title policy (the "TITLE POLICY"), in the full amount of the
      Purchase Price, insuring that fee simple title to the Property is vested
      in Purchaser subject only to the Permitted Exceptions and including the
      following endorsements: 3.1 zoning, comprehensive, single tax lot,
      subdivision, survey, access, utility facility, contiguity, environmental
      lien, removal of creditors' rights and removal of arbitration clause.
      [Note: Checking with Chicago Title to confirm availability of all
      identified endorsements.]

      3.4   TENANT ESTOPPELS.

      It shall be a condition to Purchaser's obligation to purchase the Property
that Seller shall have delivered to Purchaser estoppel certificates, dated not
more than thirty (30) days prior to the Closing Date, that (a) are substantially
in the form of EXHIBIT A attached hereto or (b) in substantially the form
required under such tenant's lease, and that in either case are consistent with
the economic terms applicable to the tenancy as described in the rent roll
delivered to Purchaser as part of the Due Diligence items in SECTION 3.1, as
follows: (1) estoppel certificates signed by the following tenants: (i) Home
Depot, Circuit City, PetsMart and T.G.I. Friday's (the "CRITICAL TENANTS") and
(ii) other retail tenants that, together with the Critical Tenants, account for
at least eighty-five percent (85%) of the rentable square footage of the
Property currently occupied by tenants or subject to leases but not yet occupied
by tenants other than the square footage of tenants whose leases may be
terminated upon thirty days notice or by their terms expire prior to the Closing
Date; and (2) estoppel certificates signed by Seller relating to all leases with
tenants (other than tenants whose leases may be terminated upon thirty days
notice) from

                                     - 11 -
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which estoppel certificates are not obtained directly pursuant to clause (1)
above. Any estoppel certificate signed by Seller pursuant to clause (2) above
may be given to Seller's knowledge (as defined in the first sentence of SECTION
6.13 hereof), and the last sentence of paragraph 4 thereof may state the
Percentage Rent paid by the tenant for the calendar year ended December 31,
2002. Seller shall use commercially reasonable efforts to obtain an estoppel
certificate from each tenant and to resolve any inconsistency or discrepancy
between the estoppel certificate and (i) the economic terms applicable to the
tenancy as set forth on the rent roll made available to Purchaser by Seller and
(ii) any landlord default alleged by the tenant.

      If Purchaser shall fail to give Seller notice, on or before the earlier of
the Closing or the fifth (5th) business day after delivery of an estoppel
certificate to Purchaser, that Purchaser believes such estoppel certificate does
not satisfy the requirements of clause (a) or (b) of this Section (which notice
of disapproval shall specify with particularity the reasons on which Purchaser
bases its disapproval), Purchaser shall be conclusively deemed to have accepted
such estoppel certificate. If the number of estoppel certificates specified
above is not obtained on or before the Closing Date, then Purchaser may, as its
only option and remedy, elect to either (x) waive such condition and consummate
the transaction contemplated by this Agreement or (y) terminate this Agreement,
in which event all of the Earnest Money shall be refunded to Purchaser and
neither party shall have any further obligations to the other party except for
the Surviving Obligations.

      3.5   BULK SALES.

      On or before Due Diligence Expiration Date, Seller shall file a Notice of
Sale/Purchase of Business Assets with the Illinois Department of Revenue ("IDR")
in connection with the requirements of the Illinois Income Tax Act, 35 ILCS
5/902(d) (the "ILLINOIS TAX ACT"). Purchaser agrees to provide such information
regarding Purchaser as Seller may reasonably request to enable Seller to file
such notice. If the IDR issues a certificate(s) requiring withholding under the
Illinois Tax Act with respect to the Closing contemplated hereunder, then
Purchaser shall be entitled to withhold the applicable required amounts (the
"WITHHOLDING AMOUNTS") from the payment of the Purchase Price, which Withholding
Amounts shall be deposited at Closing with the Escrow Company, as escrow agent,
pursuant to escrow instructions reasonably acceptable to Seller and Purchaser
that shall provide for the release of the Withholding Amounts (including,
without limitation, all earnings thereon) to Seller upon the furnishing of a
bulk sales stop order or other evidence that no further sums are required to be
withheld by the IDR under the Illinois Tax Act. Seller and Purchaser shall
reasonably cooperate in obtaining any such evidence and in causing the
Withholding Amounts to be paid by the Escrow Company, as escrow agent, to Seller
upon the furnishing of such evidence. The provisions of this Section shall
survive the Closing.

4.    CLOSING; ADDITIONAL CONDITIONS; DELIVERIES.

      4.1   TIME, PLACE AND MANNER OF CLOSING.

      The closing of the transactions contemplated by this Agreement (the
"CLOSING") shall be held on the Closing Date through an escrow at the offices of
the Escrow Company.

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      4.2   CONDITION TO PARTIES' OBLIGATION TO CLOSE.

            (a)   In addition to all other conditions set forth herein, the
      obligation of Seller, on the one hand, and Purchaser, on the other hand,
      to consummate the transaction contemplated hereunder shall be contingent
      upon the following:

                  (i)     The other party's representations and warranties
            contained in this Agreement shall be true and correct in all
            material respects as of the date of this Agreement and the Closing
            Date;

                  (ii)    As of the Closing Date, the other party shall have
            performed its obligations under this Agreement in all material
            respects and all deliveries to be made at Closing have been
            tendered; and

                  (iii)   As of the Closing Date, there shall exist no pending
            action, suit or proceeding with respect to the other party before or
            by any court or administrative agency which seeks to restrain or
            prohibit, or to obtain damages or a discovery order with respect to,
            this Agreement or the consummation of the transactions contemplated
            hereby.

            (b)   In addition to all other conditions set forth herein, the
      obligation of Purchaser to consummate the transaction contemplated
      hereunder shall be contingent upon the physical condition of the Property
      being substantially the same on the Closing Date as it was on the Due
      Diligence Expiration Date, reasonable wear and tear and condemnation and
      casualty excepted.

      4.3   DELIVERIES.

      At Closing the following documents shall be delivered:

            (a)   Seller shall deliver or cause to be delivered to Purchaser or
      the Escrow Company:

                  (i)     a special warranty deed (the "DEED") to the Property
            in recordable form, duly executed by Seller and acknowledged and in
            substantially the same form as set forth in the attached EXHIBIT B,
            conveying to Purchaser title to the Real Property, subject to the
            Permitted Exceptions;

                  (ii)    a bill of sale duly executed by Seller and in
            substantially the same form as set forth in the attached EXHIBIT C,
            conveying to Purchaser title to all Personal Property listed in
            SCHEDULE 4.3 that is owned by Seller and located at the Real
            Property;

                  (iii)   an assignment to Purchaser of the Leases duly executed
            by Seller and in substantially the same form as set forth in the
            attached EXHIBIT D (the "ASSIGNMENT OF LEASES");

                                     - 13 -
<Page>

                  (iv)    an assignment to Purchaser of the Service Contracts
            and other third party contracts being assumed as provided in this
            Agreement, and all licenses, warranties, guarantees, permits and
            other Intangible Property affecting the Property duly executed by
            Seller and in substantially the same form as set forth in the
            attached EXHIBIT E (the "ASSIGNMENT OF CONTRACTS");

                  (v)     a non-foreign transferor certification pursuant to
            Section 1445 of the Internal Revenue Code and any similar provisions
            of applicable state law, in substantially the same form as set forth
            on the attached EXHIBIT F (the "AFFIDAVIT");

                  (vi)    the Leases;

                  (vii)   keys to the Property in Seller's or Property Manager's
            possession or control;

                  (viii)  a lien waiver from Colliers Bennett & Kahnweiler;

                  (ix)    a certificate of Seller substantially in the form of
            EXHIBIT I attached hereto;

                  (x)     such other documents as shall reasonably be required
            by the Escrow Company to close the transaction set forth in this
            Agreement and issue the Title Policy, including without limitation
            evidence of the authority of the person or persons who are executing
            the various documents on behalf of Seller in connection with this
            Agreement; and

                  (xi)    such other documents as shall reasonably be requested
            by Purchaser and which are not in conflict with the terms of this
            Agreement.

            (b)   Purchaser shall deliver or cause to be delivered to Seller or
      the Escrow Company:

                  (i)     the Cash Balance, by wire transfer, as provided in
            SECTION 2.2 hereof;

                  (ii)    the Assignment of Leases duly executed by Purchaser;

                  (iii)   the Assignment of Contracts duly executed by
            Purchaser;

                  (iv)    such other documents as shall reasonably be required
            by the Escrow Company in order to close the transaction set forth in
            this Agreement and issue the Title Policy, including without
            limitation evidence of the status and capacity of Purchaser and the
            authority of the person or persons who are executing the various
            documents on behalf of Purchaser in connection with this Agreement;

                                     - 14 -
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                  (v)     a certificate of Purchaser substantially in the form
            of EXHIBIT J attached hereto; and

                  (vi)    such other documents as shall reasonably be requested
            by Seller and which are not in conflict with the terms of this
            Agreement.

            (c)   Seller and Purchaser shall jointly deliver to the Escrow
      Company:

                  (i)     a closing statement;

                  (ii)    all transfer declarations or similar documentation
            required by law;

                  (iii)   letters to the tenants of the Property in the form of
            attached EXHIBIT G; and

                  (iv)    notices in substantially the form attached as EXHIBIT
            H to the other party to each Service Contract assumed by Purchaser
            pursuant to this Agreement.

      4.4   PERMITTED TERMINATION.

      So long as a party is not in default hereunder, if any condition to such
party's obligation to proceed with the Closing has not been satisfied or waived
(other than due to the intentional act of the party for whose benefit such
condition exists) as of the Closing Date or such earlier date as provided
herein, such party may, in its sole discretion, terminate this Agreement by
giving notice of termination to the other party before the Closing Date, or
elect to close, notwithstanding the non-satisfaction of such condition, in which
event such party shall be deemed to have waived such condition. In the event
Purchaser or Seller terminates this Agreement pursuant to the provisions of this
SECTION 4.4, the Earnest Money shall be refunded to Purchaser and neither party
shall have any further obligations to the other party except for the Surviving
Obligations.

5.    PRORATIONS.

      All items of income and expense attributable to the Property shall be
paid, prorated or adjusted as of the close of business on the day prior to the
Closing Date (the "PRORATION DATE") in the following manner:

      5.1   POST-CLOSING TENANT CONTRIBUTIONS AND SECURITY DEPOSITS.

      Purchaser shall receive a credit against the Purchase Price for (i) the
amount of all expense contributions, real estate tax contributions, and other
contributions or reimbursements actually received by Seller from tenants
("TENANT CONTRIBUTIONS") to the extent the aggregate amount of such Tenant
Contributions exceeds the aggregate amount actually disbursed by Seller in
payment of expenses with respect to periods prior to the Closing Date for which
such Tenant Contributions were made, and (iii) all other rents, if any, actually
received by Seller and attributable to any period on or after the Closing Date,
and (iv) all unapplied cash security deposits, if any, actually held by Seller
and which were made by tenants under Leases of the Real Property in effect as of
the Closing Date.

                                     - 15 -
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      5.2   PRORATIONS FOR CLOSING MONTH.

      All rents (excluding Tenant Contributions) attributable to the month of
Closing shall be prorated between Purchaser and Seller based upon their
respective days of ownership for such month in which the Closing occurs;
provided that neither Purchaser nor Seller shall receive credit at Closing for
any payments of rent, due but not paid, as of the Proration Date, except as
specifically provided in this SECTION 5. All prorations under this SECTION 5.2
and SECTION 5.1 shall be final and not subject to any reproration,
reconciliation or other adjustment.

      5.3   PERCENTAGE RENT.

      Percentage rent shall not be prorated at Closing. Rather percentage rent
shall be prorated immediately after the receipt of any percentage rent payments
made by the respective tenants. Any amounts due to Seller shall be remitted to
Seller within five (5) business days after the end of each month in which
Purchaser receives such payment. The percentage rent shall be prorated between
Purchaser and Seller utilizing the percentage rent payable for such lease year
based upon their respective days of ownership of the Property for the year in
which the Closing occurs (e.g. percentage rent paid by tenant x number of days
up to and including Proration Date/365 or 366).

      5.4   ORDER OF APPLICATION.

      At Closing, Seller shall not receive a credit for any unpaid Tenant
Contributions or rent receivables. Any amounts received from tenants after
Closing shall be applied on a tenant-by-tenant basis in the following order: (i)
first, to amounts owed by such tenant for the month in which Closing occurs,
(ii) second, to any amounts owed by such tenant to Purchaser for the period
after the month in which Closing occurs and through the month in which such
payment is received, and (iii) third, to any amounts owed by such tenant to
Seller for the period prior to the month in which Closing occurs. Any money due
to Seller or Purchaser shall be remitted to such party within five (5) business
days after the end of each month in which such money is received. Seller retains
the right to pursue its remedies against tenants after Closing for any
delinquent payments or other amounts owed to Seller; provided, however, that
Seller shall not exercise any such rights or remedies unless such delinquent
Tenant Contributions or rents have not been collected by Purchaser and paid to
Seller within forty five (45) days after the Closing Date and Seller shall not
be permitted to commence or pursue any legal proceedings against any tenant
seeking eviction or otherwise affecting possession of the Property by such
tenant.

      5.5   OPERATING EXPENSES.

      Seller shall receive a credit for any and all prepaid operating expenses
(but excluding real estate taxes which shall be prorated pursuant to SECTION 5.6
below), including, without limitation, permit fees, license fees, membership
dues, assessments, governmental charges and any other prepaid expenses, if any
attributable to the month or other period in which Closing occurs, or any
subsequent period thereto, prorated based upon the respective days of ownership
of the Property by Seller and Purchaser, during the period to which such
expenses relate, utilizing the actual expenses or reasonable estimates for such
periods.

                                     - 16 -
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      5.6   REAL ESTATE TAXES.

      Real estate taxes due in the year in which Closing occurs shall
(regardless of when such taxes actually accrued) be prorated between Seller and
Purchaser based upon the actual days of ownership of the Real Property by the
parties for the year in which Closing occurs utilizing the most recent
ascertainable tax bills.

            (a)   The proration in this SECTION 5.6 shall be final and not
      subject to any reproration, reconciliation or other adjustment between
      Purchaser and Seller and no other real estate taxes, assessments,
      governmental charges shall be prorated, reconciled or otherwise adjusted
      between Purchaser and Seller. Purchaser shall be responsible for and cause
      to be timely paid in full any and all real estate taxes, assessments,
      governmental charges which are due or payable subsequent to the Closing
      Date, notwithstanding that such taxes may have accrued with respect to the
      calendar year in which Closing occurs (including portions of that year
      prior to the Closing Date).

            (b)   Seller shall retain all rights with respect to any refund of
      taxes attributable to taxes due prior to the Proration Date, if any,
      except to the extent such amounts are required to be refunded to tenants
      under the terms of any Leases. If Purchaser receives any refund owing to
      Seller under this Section, Purchaser shall pay to Seller, in current
      funds, an amount equal to such refund within thirty (30) days after the
      date Purchaser receives such refund. Without limiting the generality of
      the foregoing, if any such refund owing to Seller is effected by reduction
      of any taxes due prior to the Proration Date, then Purchaser shall pay to
      Seller, in current funds, an amount equal to such refund, within thirty
      (30) days after the date Purchaser first receives the credit for said
      reduction.

      5.7   UTILITIES.

      Except for utilities billed directly to Tenants, utilities shall be
prorated as of the Proration Date based upon either meter readings on the
Proration Date or the prior month's actual invoices.

      5.8   LEASING COSTS.

      Buyer shall receive a credit at closing of up to $174,000 ("LEASING
CREDIT") which consists of: (a) the estimated cost of dividing an existing
space currently consisting of 9,348 rentable square feet into four separate
spaces (as contemplated by the Leasing Status Report) ("DEMISING COSTS"), up to
an aggregate maximum of $75,000, and (b) all leasing commissions, space planning
and legal costs or other tenant incentives relating to new leases at the
Property or the renewal of existing leases at the Property ("LEASING COSTS"), up
to an aggregate amount not to exceed $99,000. To the extent that the Demising
Costs are estimated to be less that $75,000 due to the configuration of tenant
spaces leased between the date of this agreement and the Closing Date, then the
Leasing Credit shall be reduced by the difference. To the extent that Seller has
paid Leasing Costs for new or renewal leases entered into between the date of
this agreement and the Closing Date, then the Leasing Credit shall be reduced by
those costs.

                                     - 17 -
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      5.9   INSURANCE POLICIES AND PROPERTY MANAGEMENT AGREEMENTS.

      All insurance policies and property management agreements shall be
terminated as of the Closing Date and there shall be no proration with respect
to these items.

      5.10  OTHER PRORATION MATTERS.

      All other items which are customarily prorated in transactions similar to
the transaction contemplated hereby and which were not otherwise dealt with
above, will be prorated as of the Proration Date. In the event any prorations or
computations made under this Section are based on estimates or prove to be
incorrect, then either party shall be entitled to an adjustment to correct the
same, provided that it makes written demand on the party from whom it is
entitled to such adjustment within one hundred twenty days (120) after the end
of the calendar year in which the Closing takes place. Purchaser shall indemnify
and hold Seller harmless from and against any and all claims and costs (i) in
connection with Purchaser's assumption of responsibility for real estate taxes,
Leasing Costs and other items, if any, as provided in SECTIONS 5.6 AND 5.8, (ii)
in connection with all obligations under third party contracts assumed by
Purchaser as provided by SECTION 3.2(d); and (iii) for which Purchaser received
credits pursuant to this SECTION 5.

      5.11  SURVIVAL.

      This SECTION 5 shall survive Closing.

6.    SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

      Seller represents, warrants and covenants to Purchaser as follows:

      6.1   POWER.

      Seller has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the
transactions contemplated by this Agreement.

      6.2   REQUISITE ACTION.

      All requisite action has been taken by Seller to authorize Seller to enter
into this Agreement and the instruments referenced herein and to consummate the
transactions contemplated hereby. No consent of any partner, shareholder,
member, creditor, investor, judicial or administrative body, authority or other
party is required which has not been obtained to permit Seller to enter into
this Agreement and consummate the transaction contemplated hereby.

      6.3   AUTHORITY.

      The individuals executing this Agreement and the instruments referenced in
this Agreement on behalf of Seller have the legal power, right and actual
authority to bind Seller to the terms and conditions hereof and thereof.

                                     - 18 -
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      6.4   CONFLICTS.

      None of the execution and delivery of this Agreement and documents
referenced herein, the incurrence of the obligations set forth herein, the
consummation of the transactions contemplated or referenced herein conflicts
with or results in the material breach of any terms, conditions or provisions of
or constitutes a default under, any bond, note, or other evidence of
indebtedness or any contract, lease or other agreements or instruments to which
Seller is a party and which default could reasonably affect the business or
operations of the Property or the consummation of the transactions contemplated
by this Agreement.

      6.5   LEASES.

      Attached hereto as SCHEDULE 6.5 is a complete list of the leases,
occupancy agreements and amendments thereto relating to the Property, which
shall be updated by Seller prior to Closing, if necessary. There have been no
amendments or modifications to such leases other than as disclosed on SCHEDULE
6.5, and to Seller's knowledge, each lease is in full force and effect, and no
tenant or lease guarantor is in default (or would be in default but for
application of any security deposit) thereunder (except for defaults less than
20 days old in the payment of rent by tenants other than Critical Tenants, which
defaults have been disclosed by Seller to Purchaser). Seller has received no
notice from a tenant alleging a default by Seller which remains uncured. None of
the leases grants any tenant the right to purchase the Property.

      6.6   SERVICE CONTRACTS.

      Attached hereto as SCHEDULE 6.6 is, to Seller's knowledge, a complete and
accurate list of the service contracts, equipment leases and other agreements
relating to the Property which shall be updated by Seller prior to Closing, if
necessary.

      6.7   VIOLATION NOTICES.

      Seller has not received any written notice of any uncorrected violation of
any applicable building, use, occupancy, safety, fire, zoning or land use laws
with respect to the Property or the present use or operation thereof, and to
Seller's knowledge, no such violations exist at the Property.

      6.8   LITIGATION.

      Except as set forth on SCHEDULE 6.8 and except for matters covered by
insurance, there is no action, suit or proceeding served upon Seller, nor to the
best of Seller's knowledge, pending or threatened against Seller in any court or
by or before any other governmental agency or instrumentality which would
materially and adversely affect the ability of Seller to carry out the
transactions contemplated by this Agreement. SCHEDULE 6.8 shall be updated by
Seller prior to Closing, if necessary.

                                     - 19 -
<Page>

      6.9   LEASE BROKERAGE.

      Seller has not entered into any agreements to pay commissions or other
agreements providing for payments of any amounts for leasing activities or
procuring tenants with respect to the Property other than as disclosed in the
Leases or on SCHEDULE 6.9.

      6.10  ENVIRONMENTAL MATTERS.

      Except as disclosed in the Due Diligence items delivered or made available
to Purchaser, to Seller's knowledge:

            (a)   Seller has not received written notice of any threatened
      actions or proceedings by any governmental entity or any other party
      regarding the disposal or presence of Hazardous Materials at the Property
      or regarding any violation of Environmental Laws at the Property.

            (b)   Seller has not placed, used, generated, stored, or disposed of
      on or under the Property, or transported to or from it, any Hazardous
      Material except in the ordinary and normal course of business and in
      compliance with Environmental Laws.

      6.11  LICENSES AND PERMITS.

      Neither Seller nor Property Manager has received written notice of any
intention on the part of the issuing authority to cancel, suspend or modify any
material license or permit presently issued to Seller as owner of the Property
with respect to the occupancy, operation, maintenance and ownership of the
Property or to take any action or institute any proceeding to effect such
cancellation, suspension or modification.

      6.12  EMPLOYMENT.

      There are no persons employed by Seller at or used in the operation of the
Property.

      6.13  LIMITATIONS ON SELLER'S REPRESENTATIONS AND WARRANTIES.

      As used in this SECTION 6, the term "to Seller's knowledge" "actual
knowledge" or "best of Sellers knowledge" shall mean and apply to the actual
knowledge of Paul C. Chapman, without any investigation or inquiry of any kind,
and shall not include constructive, imputed or inquiry knowledge and shall not
mean such individuals are charged with knowledge of the acts, omissions and/or
knowledge of Seller's agents or employees or any other person or entity,
including, without limitation, any other principal or employee of CB. Seller
hereby represents that Paul C. Chapman, as Managing Director of CB and Executive
Vice President of Seller, is responsible for the asset management of the
Property. Seller further represents that CB is the investment manager of Seller
with respect to the Property. Seller will request and will use reasonable
efforts to cause its Property Manager to sign and deliver to Purchaser a
certificate stating that, to such Property Manager's knowledge, the
representations and warranties in SECTION 6 of this Agreement are true in all
material respects; provided that (i) any failure of the Property Manager to
provide such certificate shall not be deemed a breach of this Agreement or
failure of a

                                     - 20 -
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condition to Purchaser's obligations under this Agreement and (ii) Property
Manager shall have no liability to Purchaser under such certificate or this
Agreement.

      Notwithstanding anything contained in this Agreement to the contrary,
Seller shall have no liability for breaches of any representations, warranties
and certifications which are made by Seller in this Agreement or in any of the
documents or instruments required to be delivered by Seller in connection with
this Agreement if Purchaser, its officers, employees, shareholders, members,
partners, or agents had actual knowledge of such breach by Seller at Closing and
Purchaser shall not have the right to bring any lawsuit or other legal action
against Seller, nor pursue any other remedies against Seller, as a result of the
breach of such Representation caused thereby, but Purchaser's sole right shall
be to terminate this Agreement in which event, the Earnest Money shall be
returned to Purchaser and neither party shall have any further rights or
obligations hereunder, except for the Surviving Obligations.

      The representations and warranties set forth in this SECTION 6, in the
certificate of Seller described in SECTION 4.3(a)(ix) and in any Seller estoppel
delivered pursuant to SECTION 3.4 shall survive Closing, and shall be deemed
Surviving Obligations but will expire, and Purchaser shall have deemed to have
waived any claim thereunder, except to the extent Purchaser has filed suit on
such claim prior to the date which is (9) months after the Closing Date. The
terms of this SECTION 6 shall survive Closing of this Agreement to the extent
provided in the preceding sentence.

7.    PURCHASE AS-IS.

      EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 6
OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES WITH SELLER THAT PURCHASER
IS PURCHASING THE PROPERTY IN ITS "AS-IS, WHERE IS" CONDITION "WITH ALL FAULTS"
AS OF THE CLOSING DATE AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION,
FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF
ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER.

      EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 6
OF THIS AGREEMENT, SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, STRUCTURAL INTEGRITY, SOIL AND GEOLOGY; (B) THE INCOME TO
BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY
ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT, INCLUDING THE POSSIBILITIES FOR
FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR
ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF

                                     - 21 -
<Page>

THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF
ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR
LACK OF REPAIR OF THE PROPERTY; (H) THE PRESENCE OR ABSENCE OF HAZARDOUS
MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL
MATTER OR CONDITION OF THE PROPERTY; OR (I) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY.

      PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES OF SELLER CONTAINED IN SECTION 6 OF THIS AGREEMENT, ANY INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED
FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATION OR
WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS
OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED
BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EXCEPT FOR
THE EXPRESS REPRESENTATIONS SET FORTH IN SECTION 6 OF THIS AGREEMENT.

      PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS A
SOPHISTICATED AND EXPERIENCED PURCHASER OF PROPERTIES SUCH AS THE PROPERTY AND
HAS BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS
AGREEMENT, AND SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF
THE PROPERTY.

      7.1   WAIVER OF CONTRIBUTION AND DISCLAIMER CONCERNING PERCHLOROETHYLENE.

      Purchaser acknowledges that Seller has advised Purchaser of the possible
use or presence of perchloroethylene and other chlorinated solvents in or on the
Property. Purchaser further acknowledges that it has been provided the
opportunity to conduct a Phase II environmental study regarding the Property and
either (i) has conducted a Phase II environmental study and is satisfied with
the findings of the study or (ii) has determined that a Phase II environmental
study is not necessary. Without limiting the generality of the preceding
Section, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH
RESPECT TO THE USE, PRESENCE, ABSENCE OR EFFECT OF PERCHLOROETHYLENE IN OR ON
THE PROPERTY, INCLUDING BUT NOT LIMITED TO VIOLATION OR COMPLIANCE OR
NONCOMPLIANCE WITH ENVIRONMENTAL, HEALTH, SAFETY OR OTHER LAWS, RULES,
REGULATIONS, ORDINANCES OR ORDERS OF THE UNITED STATES OR ANY AGENCY OR
DEPARTMENT THEREOF OR OF ANY STATE, LOCAL OR OTHER POLITICAL SUBDIVISION THEREOF
OR ANY AGENCY OR DEPARTMENT OR OTHER BODY ORGANIZED UNDER ANY OF THE FOREGOING.
PURCHASER AGREES THAT SELLER SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO TAKE
OR FOR FAILURE TO TAKE ANY ACTION TO COMPLY WITH SUCH LAWS, RULES,

                                     - 22 -
<Page>

REGULATIONS, ORDINANCES OR ORDERS, SHALL HAVE NO LIABILITY TO PURCHASER FOR
CLAIMS OR CAUSES OF ACTION ASSERTED BY THIRD PARTIES AGAINST PURCHASER IN ANY
WAY ARISING OUT OF OR RELATING TO THE USE OR PRESENCE OF PERCHLOROETHYLENE AND
OTHER CHLORINATED SOLVENTS IN OR ON THE PROPERTY PRIOR TO, ON OR AFTER THE
CLOSING DATE, AND PURCHASER HEREBY AGREES TO DEFEND AND INDEMNIFY SELLER AND CB,
THEIR RESPECTIVE PARTNERS, TRUSTEES, BENEFICIARIES, SHAREHOLDERS, MEMBERS,
MANAGERS, ADVISORS AND OTHER AGENTS AND THEIR RESPECTIVE PARTNERS, TRUSTEES,
BENEFICIARIES, EMPLOYEES, OFFICERS, DIRECTORS AND SHAREHOLDERS AGAINST ANY
CLAIMS OR CAUSES OF ACTION ASSERTED BY THIRD PARTIES AGAINST SELLER IN ANY WAY
ARISING OUT OF OR RELATING TO THE USE OR PRESENCE OF PERCHLOROETHYLENE AND OTHER
CHLORINATED SOLVENTS IN OR ON THE PROPERTY PRIOR TO, ON OR AFTER THE CLOSING
DATE. The terms and provisions of this SECTION 7.1 are in addition to and not in
derogation of the other terms and provisions of this Agreement.

      This SECTION 7 shall survive termination or Closing of this Agreement.

8.    PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

      Purchaser hereby represents, warrants and covenants to Seller as follows:

      8.1   POWER.

      Purchaser has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the
transactions contemplated hereby.

      8.2   REQUISITE ACTION.

      All requisite action (corporate, trust, partnership or otherwise) has been
taken by Purchaser to authorize Purchaser to enter into this Agreement and the
instruments referenced herein and to consummate the transactions contemplated
hereby. No consent of any partner, shareholder, member, creditor, investor,
judicial or administrative body, authority or other party is required which has
not been obtained to permit Purchaser to enter into this Agreement and
consummate the transaction contemplated hereby.

      8.3   AUTHORITY.

      The individuals executing this Agreement and the instruments referenced
herein on behalf of Purchaser have the legal power, right and actual authority
to bind Purchaser to the terms and conditions hereof and thereof.

      8.4   CONFLICTS.

      Neither the execution and delivery of this Agreement and documents
referenced herein, nor the incurrence of the obligations set forth herein, nor
the consummation of the transactions herein contemplated, nor referenced herein
conflict with or result in the material breach of any

                                     - 23 -
<Page>

terms, conditions or provisions of or constitute a default under, any bond,
note, or other evidence of indebtedness or any contract, lease or other
agreements or instruments to which Purchaser is a party which could reasonably
affect the consummation of the transactions contemplated by this Agreement.

      8.5   LITIGATION.

      There is no action, suit or proceeding served upon Purchaser, nor to the
best of Purchaser's knowledge, pending or threatened against Purchaser in any
court or by or before any other governmental agency or instrumentality which
would materially and adversely affect the ability of Purchaser to carry out the
transactions contemplated by this Agreement.

      8.6   ERISA.

      Purchaser is not using assets that would be subject to the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975(c)(1)(A)
through (D) of the Internal Revenue Code of 1986, as amended ("Code"), to
purchase the Property.

      8.7   SURVIVAL OF PURCHASER'S WARRANTIES.

      The warranties, representations and indemnities set forth in this SECTION
8 shall be deemed remade as of Closing and shall survive termination or Closing
of this Agreement.

9.    CLOSING COSTS.

      Seller shall pay the following expenses: (i) one-half of all escrow fees;
(ii) Seller's legal fees and expenses; (iii) the state and county real estate
transfer taxes; (iv) the title insurance premium for an standard coverage
owner's title insurance policy; (v) the costs to obtain the Survey; and (vi) the
recording fees for items clearing Seller's title. Purchaser shall pay the
following expenses: (a) one-half of all escrow fees; (b) Purchaser's legal fees
and expenses; (c) all local transfer taxes, if any; (d) all title insurance
premiums (to the extent they exceed the premium that would be payable for a
standard coverage owner's policy of title insurance) and any endorsements to the
Title Policy; (e) all recording fees except those recording fees for items
clearing Seller's title; (f) all costs and expenses incurred in connection with
the transfer of any transferable permits, warranties or licenses in connection
with the ownership or operation of the Property; and (g) all costs and expenses
associated with Purchaser's financing, if any. All transfer and use taxes, if
any, arising from the transfer of any personal property shall be paid in
accordance with applicable law. The provisions of this SECTION 9 shall survive
termination or Closing of this Agreement.

10.   COMMISSIONS.

      Seller shall be solely responsible for the payment of the commission to
Colliers Bennett & Kahnweiler. Seller and Purchaser each warrant and represent
to the other that (other than Colliers Bennett & Kahnweiler) neither has had any
dealings with any broker, agent, or finder relating to the sale of the Property
or the transactions contemplated hereby, and each agrees to indemnify and hold
the other harmless against any claim for brokerage commissions,

                                     - 24 -
<Page>

compensation or fees by any broker, agent, or finder in connection the sale of
the Property or the transactions contemplated hereby resulting from the acts of
the indemnifying party. The provisions of this SECTION 10 shall survive Closing.

11.   POSSESSION.

      Subject to existing tenancies and all other occupancies permitted under
this Agreement, Purchaser shall be entitled to possession of the Property on
Closing.

12.   ATTORNEYS' FEES AND COSTS.

      In the event suit or action is instituted to interpret or enforce the
terms of this Agreement, or in connection with any arbitration or mediation of
any dispute, the prevailing party shall be entitled to recover from the other
party such sum as the court, arbitrator or mediator may adjudge reasonable as
such party's costs and attorney's fees, including such costs and fees as are
incurred in any trial, on any appeal, in any bankruptcy proceeding (including
the adjudication of issues peculiar to bankruptcy law) and in any petition for
review. Each party shall also have the right to recover its reasonable costs and
attorney's fees incurred in collecting any sum or debt owed to it by the other
party, with or without litigation, if such sum or debt is not paid within
fifteen (15) days following written demand therefor.

13.   NOTICES.

      All notices, demands, deliveries and communications (a "NOTICE") under
this Agreement shall be in writing and shall be delivered or sent by: (i) first
class, registered or certified mail, postage prepaid, return receipt requested,
(ii) nationally recognized overnight carrier, or (iii) facsimile (provided the
original Notice is also sent via a nationally recognized overnight carrier on
the next business day) and shall be addressed to the address of the party set
forth below with copies to the parties designated below or to such other address
as either party may designate by Notice pursuant to this Section. Any Notice
transmitted in the manner described above shall be deemed given when personally
delivered, upon receipt of facsimile transmission, upon delivery by the
designated carrier, or on the third (3rd) business day after mailing, whichever
occurs first.

      Seller:             75TH AND LYMAN CORPORATION
                          c/o CB Richard Ellis Investors
                          601 108th Avenue, N.E. #1900
                          Bellevue, WA 98004
                          Attention: Paul Chapman
                          Facsimile no. (425-943-6801)

      With copy to:       Heller Ehrman White & McAuliffe LLP
                          701 Fifth Avenue, Suite 6100
                          Seattle, WA 98104-7098
                          Attention: Donald E. Percival
                          Facsimile no. (206) 447-0849

                                     - 25 -
<Page>

      Purchaser:          Inland Retail Real Estate Trust, Inc.
                          2901 Butterfield Road
                          Oak Brook, IL. 60523
                          Attn: G. Joseph Cosenza, Authorized Representative
                          Telephone: (630) 218-4948
                          Facsimile: (630) 218-49

14.   FIRE OR OTHER CASUALTY; CONDEMNATION.

      14.1  CASUALTY.

      If the Property or any part thereof is damaged by fire or other casualty
prior to the Closing Date which would cost in excess of $300,000 to repair (as
determined by an insurance adjuster selected by the insurance carriers),
Purchaser may terminate this Agreement by notice to Seller given on or before
the earlier of (i) ten (10) days following Purchaser's receipt of notice of such
casualty stating the estimated cost of such repair or (ii) the Closing Date (the
"CASUALTY ELECTION DATE"). In the event of such termination, this Agreement
shall be of no further force and effect and, except for the Surviving
Obligations, neither party shall thereafter have any further obligation under
this Agreement, and Seller shall direct the Escrow Company to promptly return
all Earnest Money to Purchaser. If Purchaser does not elect to terminate this
Agreement or the cost of repair is determined by said adjuster to be less than
$300,000, then the Closing shall take place as herein provided without abatement
of the Purchase Price, and Seller shall assign and transfer to Purchaser on the
Closing Date, without warranty or recourse, all of Seller's right, title and
interest to the balance of insurance proceeds paid or payable to Seller on
account of such fire or casualty remaining after reimbursement to Seller for the
total amount of all costs and expenses incurred by Seller in connection
therewith including but not limited to making emergency repairs, securing the
Property and complying with applicable governmental requirements. Seller shall
pay to Purchaser (a) the amount of the deductible of any of Seller's applicable
insurance policies and, if Seller and Purchaser are required to proceed with the
purchase because repair costs do not exceed $300,000, the amount by which the
cost of the repairs exceeds the sum of (1) the insurance proceeds received by
Purchaser and (2) the payment made by Seller to Purchaser pursuant to clause (a)
of this sentence.

      14.2  EMINENT DOMAIN.

      If any portion of the Property exceeding $300,000 in value is taken in
eminent domain proceedings prior to Closing, Purchaser may terminate this
Agreement by notice to Seller given on or before the earlier of (i) ten (10)
days after Seller gives notice, or Purchaser otherwise learns, of such taking or
(ii) the Closing Date (the "CONDEMNATION ELECTION DATE"), and, in the event of
such termination, this Agreement shall be of no further force and effect and,
except for the Surviving Obligations, neither party shall thereafter have any
further obligation under this Agreement, and Seller shall direct the Escrow
Company to promptly return all Earnest Money to Purchaser. If Purchaser does not
so elect to terminate or if the portion of Property affected by the taking us
less than $300,000 in value, then the Closing shall take place as herein
provided without abatement of the Purchase Price, and Seller shall deliver or
assign to Purchaser on the Closing

                                     - 26 -
<Page>

Date, without warranty or recourse, all of Seller's right, title and interest in
and to all condemnation awards paid or payable to Seller.

15.   OPERATIONS AFTER DATE OF THIS AGREEMENT.

      Seller covenants and agrees with Purchaser as follows:

            (a)   After the date of this Agreement through the Closing, Seller
      will (except as specifically provided to the contrary herein):

                  (i)     Refrain from transferring any of the Property (except
            personal property in the ordinary course of business) or creating on
            the Property any easements, liens, mortgages, encumbrances, or other
            interests which will survive Closing (other than mechanic's,
            materialman's, broker's or similar liens, provided that the same
            shall be subject to Purchaser's title review contingency in SECTION
            3.3) or causing any changes to the zoning classification of the Real
            Property;

                  (ii)    Refrain from entering into or amending any contracts,
            or other agreements regarding the Property (other than contracts in
            the ordinary and usual course of business and which are cancelable
            by the owner of the Property without penalty within thirty (30) days
            after giving notice thereof);

                  (iii)   Continue to operate, maintain, and repair (except for
            damage caused by fire or other casualty provided in SECTION 14) the
            Property in a manner consistent with Seller's current practices;

                  (iv)    Comply with the terms of the Leases and any licenses
            and permits relating to the Property;

                  (v)     Deliver to Purchaser copies of all leases entered into
            after the date hereof and copies of all Proposals (as defined in
            SECTION 15(b) below) with respect to which no lease has been
            executed and which has not expired or been withdrawn, except as
            provided otherwise in SECTION 15(b) below; and

                  (vi)    Maintain fire and extended coverage insurance on the
            Property that is at least equivalent in all material respects to the
            insurance policies covering the Properties as of the date of this
            Agreement, with limits of coverage not less than the Purchase Price.

            (b)   After the date of this Agreement and before the fifth (5th)
      business day prior to the Due Diligence Expiration Date (the "NOTICE
      DATE"), Seller, in its sole discretion, and without Purchaser's consent,
      shall have the right to amend, modify, expand, terminate or renew any
      existing Lease or enter into any new Lease it deems advisable. Seller
      shall provide Purchaser with an executed copy of any such amendment,
      modification, expansion or renewal or new Lease. After the Notice Date
      through the Closing, Seller will, except as specifically provided to the
      contrary herein, refrain from (i) amending or canceling any Leases of any
      portion of the Property without Purchaser's

                                     - 27 -
<Page>

      consent, which consent may be withheld in Purchaser's sole discretion; or
      (ii) executing any new leases without Purchaser's consent, which consent
      may be withheld in Purchaser's sole discretion. After the Notice Date,
      Purchaser shall have five (5) business days from its receipt of a Proposal
      to give notice to Seller of its approval or rejection of any such
      Proposal. If no such notice is given to Seller within such period then
      Purchaser shall be deemed to have approved and consented to such Proposal.
      If Purchaser shall give Seller notice of Purchaser's disapproval of a
      Proposal within such period, then except as specifically provided in the
      last sentence of this paragraph, Seller shall not enter into the lease
      contemplated by such Proposal after the Notice Date. As used herein,
      "PROPOSAL" shall mean a description of the economic terms of any proposed
      new lease, lease amendment, modification, expansion, termination or
      renewal (other than those already contemplated by then-existing Leases) or
      cancellation along with any pertinent financial information on the tenant
      in Seller's possession. Notwithstanding the foregoing, Purchaser's consent
      shall not be required to enforce or comply with any provisions of an
      existing Lease, including without limitation, termination or eviction of a
      tenant upon default. Seller shall have the right to execute lease
      documents evidencing a Proposal approved or deemed approved by Purchaser.
      Purchaser approves the financial terms and tenants listed on the Leasing
      Status Report and attached hereto as SCHEDULE 15 (the "LEASING STATUS
      REPORT"), and hereby consents to Seller's entering into Leases on the
      financial terms listed on the Leasing Status Report and such other terms
      as are substantially similar to those contained in such standard lease
      form of Seller as may be approved by Purchaser, which approval shall not
      be unreasonably withheld, conditioned or delayed.

            (c)   Until the Due Diligence Expiration Date, Seller may engage in
      or conduct negotiations for back up offers which are contingent on the
      termination of this Agreement. From the Due Diligence Expiration Date
      until the Closing Date or earlier termination of the Agreement, Seller
      agrees not to engage in or conduct negotiations for the sale of the
      Property.

16.   ASSIGNMENT.

      Purchaser shall not assign this Agreement without Seller's prior written
consent which consent may be withheld or conditioned for any reason or no
reason. For purposes of this Section, any transfer, whether occurring directly
or through one or more other entities, on or before the Closing Date, of more
than fifty percent (50%) of the equity or voting interests in Purchaser, whether
in a single transaction or series of transactions, shall be deemed to constitute
an assignment of Purchaser's rights under this Agreement. Notwithstanding the
foregoing, Purchaser may, without Seller's consent, assign Purchaser's rights
under this Agreement to an entity all of the interests in which are wholly
owned, directly or indirectly, by Purchaser or Inland Real Estate Corporation, a
Maryland corporation; provided, however, that such assignment shall not relieve
Purchaser of its obligations hereunder and Purchaser shall unconditionally
guaranty the obligations of such assignee under any document delivered by such
assignee as successor to Purchaser, at Closing.

                                     - 28 -
<Page>

      Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the respective legal representatives, successors, assigns,
heirs, and devisees of the parties. No assignment hereunder, whether consented
to or not, shall be deemed to relieve the assigning party from any liability or
obligation under this Agreement and the assigning party and assignee shall
remain jointly and severally liable for all of the assigning party's liabilities
and obligations under this Agreement. Any assignee shall be deemed to have made
all representation and warranties made by Purchaser hereunder, as if the
assignee were the original signatory thereto. The giving of consent to any
assignment hereunder shall not release any party from obtaining consent to any
other assignment hereunder.

17.   REMEDIES.

      17.1  PURCHASER'S REMEDIES.

            (a)   In the event of the breach of any representation or warranty
      by Seller prior to Closing, or if Seller shall fail to perform any
      covenant of Seller hereunder or to consummate the transaction contemplated
      by this Agreement and such breach or failure is not a result of
      Purchaser's default or a termination of this Agreement by Purchaser or
      Seller pursuant to a right to do so under the provisions hereof,
      Purchaser, in the case where such breach or failure is based upon a breach
      by Seller ("SELLER'S DEFAULT"), shall be entitled at its election to: (i)
      seek specific performance of Seller's obligation to consummate the
      transaction contemplated by this Agreement, (ii) terminate this Agreement
      by giving notice of termination to Seller, in which event all of the
      Earnest Money shall be refunded to Purchaser and neither party shall have
      any further obligations to the other party except for the Surviving
      Obligations; or (iii) seek damages in an amount not to exceed Three
      Hundred Thousand Dollars ($300,000) in the aggregate under the Purchase
      Documents. In no event shall Seller be liable to Purchaser for any
      punitive, speculative or consequential damages. Except as set forth in
      this SECTION 17 or in SECTION 19, nothing contained herein shall limit any
      right of Purchaser to pursue and recover a claim with respect to any
      Surviving Obligation or indemnification under this Agreement.

            (b)   Purchaser shall (i) give notice to Seller of Purchaser's
      election to seek the remedy of specific performance on or before the date
      that is forty five (45) days after the date of a Seller's Default and (ii)
      institute proceedings seeking such remedy on or before the date that is
      thirty (30) days after the date of Purchaser's notice. Purchaser shall be
      deemed to have waived its election to seek the remedy of specific
      performance if purchaser does not (x) give notice to Seller of such
      election as provided in SECTION 17.1(b)(i) above, or (y) institute
      proceedings seeking such remedy as provided in SECTION 17.1(b)(ii) above.

      17.2  SELLER'S REMEDIES.

            (a)   In the event that Purchaser should fail to consummate this
      Agreement for any reason, except Seller's Default or the termination of
      this Agreement by Purchaser or Seller pursuant to a right to do so under
      the terms and provisions hereof (other than the provisions of this SECTION
      17), then Seller, as its sole and exclusive remedy may terminate

                                     - 29 -
<Page>

      this Agreement by giving notice of termination to Purchaser, in which
      event all of the Earnest Money shall be paid to Seller and neither party
      shall have any further obligations to the other party except for the
      Surviving Obligations; provided that nothing contained herein shall limit
      any right of Seller to pursue and recover on a claim with respect to any
      Surviving Obligations or indemnification under this Agreement. The parties
      agree that Seller will suffer damages in the event of Purchaser's default
      on its obligations. Although the amount of such damages is difficult or
      impossible to determine, the parties agree that the amount of the Earnest
      Money (including interest thereon) is a reasonable estimate of Seller's
      loss in the event of Purchaser's default on its obligations. Thus, Seller
      shall accept and retain the damages described above as liquidated damages
      but not as a penalty. Except as otherwise set forth in this SECTION 17.2,
      such liquidated damages shall constitute Seller's sole and exclusive
      remedy. In the event Seller is entitled to the Earnest Money as liquidated
      damages and to the extent Seller has not already received the Earnest
      Money, Seller shall provide notice to Purchaser and Escrow Company that
      Seller is entitled to the Earnest Money. Unless Purchaser provides notice
      to Seller and Escrow Company that Purchaser is entitled to such Earnest
      Money within two (2) business days after receipt of Seller's notice, the
      Earnest Money and interest thereon shall be immediately paid to Seller by
      the Escrow Company and Purchaser agrees to take all such actions and
      execute and deliver all such documents necessary or appropriate to effect
      such payment.

      17.3  SURVIVAL.

      The terms of this SECTION 17 shall survive termination or Closing of this
Agreement.

      Seller and Purchaser acknowledge that they have read and understand the
provisions of the foregoing liquidated damages provision and by their signatures
or initials immediately below agree to be bound by its terms.

SELLER:                                   PURCHASER:

75TH AND LYMAN CORPORATION,               INLAND RETAIL REAL ESTATE TRUST,
a Delaware corporation                    INC.,
                                          a Maryland corporation


By:   /s/ Paul C. Chapman                 By    /s/ G. Joe Cosenza
      -----------------------------             -----------------------------
      Paul C. Chapman                           Name:  G. Joe Cosenza
      Executive Vice President                        -----------------------
                                                Title:  Authorized Agent
                                                       ----------------------

                                     - 30 -
<Page>

18.   MISCELLANEOUS.

      18.1  ENTIRE AGREEMENT.

      This Agreement, together with the exhibits attached hereto, constitute the
entire agreement of the parties hereto regarding the purchase and sale of the
Property, and all prior agreements, understandings, representations and
statements, oral or written, are hereby merged herein. In the event of a
conflict between the terms of this Agreement and any prior written agreements,
the terms of this Agreement shall prevail. This Agreement may only be amended or
modified by an instrument in writing, signed by the party intended to be bound
thereby.

      18.2  TIME.

      All parties hereto agree that time is of the essence in this transaction.
If the time for performance of any obligation hereunder shall fall on a
Saturday, Sunday or holiday (national or the state in which the Property is
located) such that the transaction contemplated hereby can not be performed, the
time for performance shall be extended to the next such succeeding day where
performance is possible.

      18.3  COUNTERPART EXECUTION.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.

      18.4  GOVERNING LAW.

      THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF ILLINOIS AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

      ANY DISPUTE ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL BE
ADJUDICATED BY ANY STATE OR FEDERAL COURT LOCATED WITHIN DUPAGE COUNTY, ILLINOIS
(OR IN THE CASE OF FEDERAL COURT, ANY FEDERAL COURT IN THE STATE OF ILLINOIS)
AND EACH OF THE PARTIES HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SAID
COURT WITH RESPECT TO SUCH DISPUTE.

      18.5  CONFIDENTIALITY.

      Purchaser agrees and covenants with Seller not to disclose to any third
party (other than mortgage brokers, bankers, lenders, accountants, attorneys and
other professionals and consultants in connection with the transaction
contemplated herein) without Seller's prior written consent, unless Purchaser is
obligated by law to make such disclosure, any of the reports or any other
documentation or information obtained by Purchaser which relates to the Property
or Seller in any way, all of which shall be used by Purchaser and its agents
solely in connection with the transaction contemplated by this Agreement. In the
event that this Agreement is terminated,

                                     - 31 -
<Page>

Purchaser agrees that all such information will be held in strict confidence and
Purchaser shall immediately, but in no event later than five (5) days after such
termination, deliver to Seller (i) all information delivered by Seller or
Seller's consultants, contractors or other agents to Purchaser or Purchaser's
employees, consultants, contractors or other agents and any copies or
compilations thereof, and (ii) copies of all surveys, environmental reports,
feasibility studies and other reports and studies prepared by or for Purchaser
that pertain to the Property. Purchaser and Seller agree to cooperate with one
another in good faith regarding any public communications or mandatory
disclosures of either of them. The Parties agree to issue a joint press release
regarding the execution of this Agreement at such time as they mutually
determine to be appropriate.

      Notwithstanding the foregoing, either Seller or Purchaser (and any
employee, representative or other agent of Seller or Purchaser) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to
Seller or Purchaser relating to such tax treatment and tax structure; provided,
however, that any such information and materials shall be kept confidential to
the extent necessary to comply with any applicable securities laws. For purposes
of the exceptions set out in the preceding sentence to the general
confidentiality provisions set forth above, the tax treatment and tax structure
of the transactions contemplated by this Agreement shall not be deemed to
include the location of the Property, the identity of the parties hereto or the
Purchase Price.

      The terms of this SECTION 18.5 shall survive Closing.

      18.6  RECORDATION.

      Purchaser shall not record this Agreement or a memorandum or other notice
thereof in any public office without the express written consent of Seller. A
breach by Purchaser of this covenant shall constitute a material default by
Purchaser under this Agreement.

      18.7  BENEFIT.

      This Agreement is for the benefit of Purchaser and Seller, and except as
provided in the indemnity granted by Purchaser under SECTION 3.2 with respect to
the Indemnified Parties listed therein and in the exculpation provisions of
SECTION 19 with respect to the parties benefiting from such exculpation
provisions, no other person or entity will be entitled to rely on this
Agreement, receive any benefit from it or enforce any provisions of it against
Purchaser or Seller.

      18.8  SECTION HEADINGS.

      The Section headings contained in this Agreement are for convenience only
and shall in no way enlarge or limit the scope or meaning of the various and
several Sections hereof.

      18.9  FURTHER ASSURANCES.

      Purchaser and Seller agree to execute all documents and instruments
reasonably required in order to consummate the purchase and sale herein
contemplated.

                                     - 32 -
<Page>

      18.10 SEVERABILITY.

      If any portion of this Agreement is held to be unenforceable by a court of
competent jurisdiction, the remainder of this Agreement shall remain in full
force and effect.

      18.11 WAIVER OF TRIAL BY JURY.

      Seller and Purchaser, to the extent they may legally do so, hereby
expressly waive any right to trial by jury of any claim; demand, action, cause
of action, or proceeding arising under or with respect to this Agreement, or in
any way connected with, or related to, or incidental to, the dealings of the
parties hereto with respect to this Agreement or the transactions related hereto
or thereto, in each case whether now existing or hereafter arising, and
irrespective of whether sounding in contract, tort, or otherwise. To the extent
they may legally do so, Seller and Purchaser hereby agree that any such claim,
demand, action, cause of action, or proceeding shall be decided by a court trial
without a jury and that any party hereto may file an original counterpart or a
copy of this Section with any court as written evidence of the consent of the
other party or parties hereto to waiver of its or their right to trial by jury.

      18.12 INDEPENDENT COUNSEL.

      Purchaser and Seller each acknowledge that: (i) they have been represented
by independent counsel in connection with this Agreement; (ii) they have
executed this Agreement with the advice of such counsel; and (iii) this
Agreement is the result of negotiations between the parties hereto and the
advice and assistance of their respective counsel. The fact that this Agreement
was prepared by Seller's counsel as a matter of convenience shall have no import
or significance. Any uncertainty or ambiguity in this Agreement shall not be
construed against Seller because Seller's counsel prepared this Agreement in its
final form.

      18.13 GOVERNMENTAL APPROVAL.

      Nothing contained in this Agreement shall be construed as authorizing
Purchaser to apply for a zoning change, variance, subdivision maps, lot line
adjustment, or other discretionary governmental act, approval or permit with
respect to the Property prior to the Closing, and Purchaser agrees not to do so.
Purchaser agrees not to submit any reports, studies or other documents,
including, without limitation, plans and specifications, impact statements for
water, sewage, drainage or traffic, environmental review forms, or energy
conservation checklists to any governmental agency, or any amendment or
modification to any such instruments or documents prior to the Closing.
Purchaser's obligation to purchase the Property shall not be subject to or
conditioned upon Purchaser's obtaining any variances, zoning amendments,
subdivision maps, lot line adjustment or other discretionary governmental act
approval or permit.

      18.14 NO WAIVER.

      No covenant, term or condition of this Agreement other than as expressly
set forth herein shall be deemed to be have been waived by Seller or Purchaser
unless such waiver is in writing and executed by Seller or Purchaser, as the
case may be.

                                     - 33 -
<Page>

      18.15 DISCHARGE AND SURVIVAL.

      The delivery of the Deed by Seller, and the acceptance thereof by
Purchaser shall be deemed to be the full performance and discharge of every
representation, warranty, covenant and obligation on the part of Seller
hereunder except the Surviving Obligations. No action shall be commenced after
the Closing on any representation, warranty, covenant or obligation except the
Surviving Obligations.

      18.16 DESIGNATION OF REPORTING PERSON.

      In order to assure compliance with the requirements of Section 6045 of the
Internal Revenue Code of 1986, as amended, and any related reporting
requirements of the Code, the parties hereto agree as follows:

            (a)   Provided the Escrow Company shall execute a statement in
      writing (in form and substance reasonably acceptable to the parties
      hereunder) pursuant to which it agrees to assume all responsibilities for
      information reporting required under Section 6045(e) of the Code, Seller
      and Purchaser shall designate the Escrow Company as the person to be
      responsible for all information reporting under Section 6045(e) of the
      Code (the "REPORTING PERSON"). If the Escrow Company refuses to execute a
      statement pursuant to which it agrees to be the Reporting Person, Seller
      and Purchaser shall agree to appoint another third party as the Reporting
      Person.

            (b)   Seller and Purchaser hereby agree:

                  (i)     to provide to the Reporting Person all information and
            certifications regarding such party, as reasonably requested by the
            Reporting Person or otherwise required to be provided by a party to
            the transaction described herein under Section 6045 of the Code; and

                  (ii)    to provide to the Reporting Person such party's
            taxpayer identification number and a statement (on Internal Revenue
            Service Form W-9 or an acceptable substitute form, or on any other
            form the applicable current or future Code sections and regulations
            might require and/or any form requested by the Reporting Person),
            signed under penalties of perjury, stating that the taxpayer
            identification number supplied by such party to the Reporting Person
            is correct.

            (c)   Each party hereto agrees to retain this Agreement for not less
      than four years from the end of the calendar year in which the Closing
      occurred, and to produce it to the Internal Revenue Service upon a valid
      request therefor.

19.   EXCULPATION OF SELLER AND RELATED PARTIES.

      Notwithstanding anything to the contrary contained in this Agreement or in
any exhibits attached hereto or in any documents executed in connection herewith
(collectively, including this Agreement, said exhibits and any such document the
"PURCHASE DOCUMENTS"), it is expressly understood and agreed by and between the
parties hereto that: (i) the recourse of Purchaser or its

                                     - 34 -
<Page>

successors or assigns against Seller with respect to the alleged breach by or on
the part of Seller of any representation, warranty, covenant, undertaking,
indemnity or agreement contained in any of the Purchase Documents (collectively,
"SELLER'S UNDERTAKINGS") shall be limited to an amount not to exceed Three
Hundred Thousand Dollars ($300,000) in the aggregate under the Purchase
Documents, and (ii) no personal liability or personal responsibility of any sort
with respect to any of Seller's Undertakings or any alleged breach thereof is
assumed by, or shall at any time be asserted or enforceable against any of
Seller's shareholders, directors, officers, employees, agents, beneficiaries,
trustees or their representatives, agents or affiliates. On or before the
Closing Date, Seller shall establish a minimum balance of Three Hundred Thousand
Dollars ($300,000) in cash or marketable securities in one or more of its bank
accounts, and shall keep such accounts free from liens other than banker's liens
and rights of set-off. On the date which is nine (9) months after the Closing
Date or upon the earlier termination of this Agreement, Seller may withdraw any
and all funds in such accounts; provided, however, that if Purchaser has filed
suit prior to the date which is nine (9) months after the Closing Date for any
alleged breach by or on the part of Seller of Seller's Undertakings, Seller may
not on such date make any withdrawal reducing the balance in such account below
Three Hundred Thousand Dollars ($300,000) and shall not make any further
voluntary withdrawals therefrom until such has been dismissed, settled or fully
adjudicated, including all appeals. This SECTION 19 shall survive termination or
Closing of this Agreement.

                                     - 35 -
<Page>

              SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BETWEEN
                    75TH & LYMAN CORPORATION, AS SELLER, AND
               INLAND RETAIL REAL ESTATE TRUST, INC., AS PURCHASER


      IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on the date set forth below its respective signature.

                                 SELLER:

                                 75TH AND LYMAN CORPORATION,
                                 a Delaware corporation


                                 By:   /s/ Paul C. Chapman
                                       -----------------------------------------
                                       Paul C. Chapman
                                       Executive Vice President

                                 NOTE SIGNATURE BLOCK FOLLOWING SECTION 17.


                                 PURCHASER:

                                 INLAND RETAIL REAL ESTATE TRUST, INC.,
                                 a Maryland corporation


                                 By:   /s/ G. Joe Cosenza
                                       -----------------------------------------
                                 Name: G. Joe Cosenza
                                       -----------------------------------------
                                 Its:  Authorized Agent
                                       -----------------------------------------

                                 NOTE SIGNATURE BLOCK FOLLOWING SECTION 17.

<Page>

                         LIST OF EXHIBITS AND SCHEDULES


Exhibit A   -   Form of Tenant Estoppel Certificate
Exhibit B   -   Form of Deed
Exhibit C   -   Form of Bill of Sale
Exhibit D   -   Form of Assignment and Assumption of Leases
Exhibit E   -   Form of Assignment and Assumption of Contracts, Licenses and
                Permits
Exhibit F   -   Form of Non-Foreign Affidavit
Exhibit G   -   Form of Tenant Notification Letter
Exhibit H   -   Form of Vendor Notification Letter
Exhibit I   -   Certificate of Seller
Exhibit J       Certificate of Purchaser
Schedule 1      Land
Schedule 4.3    Personal Property
Schedule 6.5    Leases
Schedule 6.6    Service Contracts
Schedule 6.8    Claims
Schedule 6.9    Leasing Brokerage Agreements
Schedule 15     Leasing Status Report

<Page>

                                    EXHIBIT A

                             FORM OF TENANT ESTOPPEL

TO:   _______________________                75TH AND LYMAN CORPORATION
      _______________________                c/o CB Richard Ellis Investors
      _______________________                601 108th Avenue N.E., Suite 1900
      _______________________                Bellevue, Washington 98004
      _______________________                Attn: Paul C. Chapman

      Re:   The Daien Towne Centre
            Darien, Illinois (the "Property")

Gentlemen:

      The following statements are made with the knowledge that the addressees
and their respective successors and assigns are relying on them in connection
with the purchase and sale of the Property and the assignment to ____________, a
____________ ("Purchaser") of the Lease (defined below) in connection therewith,
and the addressees' and their respective lenders, successors and assigns and
successor owners of the Property may rely on them for that purpose.

      The undersigned ("Tenant"), being the Tenant under the Lease covering
certain premises ("Leased Premises") in the Property, hereby certifies to the
addressees and their respective lenders, successors and assigns that the
following statements are true, correct and complete as of the date hereof:

      1.    Tenant is the tenant under a lease with _______________ ("Landlord")
dated ____________ [INSERT THE TITLE AND DATE OF ALL AMENDMENTS, MODIFICATIONS
AND ANY OTHER AGREEMENTS RELATING TO THE LEASE, E.G., "AS AMENDED BY THAT
CERTAIN FIRST AMENDMENT, DATED MARCH 18, 1962," . . .], ([COLLECTIVELY,] the
"Lease"). The Lease demises to Tenant approximately ________________ (______)
square feet commonly known as _________ in the Property. The Property contains
an aggregate of ________ square feet. The initial term of the Lease commenced on
_______________, _____, and will expire on ____________________, ______,
exclusive of unexercised renewal options and extension options contained in the
Lease. There have been no [OTHER] amendments, modifications or revisions to the
lease, and there are no other agreements of any kind between Landlord and Tenant
regarding the Leased Premises.

      2.    The Lease has been duly authorized and executed by Tenant and is in
good standing and in full force and effect.

      3.    Tenant is presently occupying the Leased Premises. The Lease has not
been assigned by Tenant and no sublease, concession agreement or license
covering the Lease Premises, or any portion of the Leased Premises, has been
entered into by Tenant.

                                      A - 1
<Page>

      4.    Tenant is currently obligated to pay fixed or base rent under the
Lease in the annual amount of _____________ Dollars ($_________), payable in
monthly installments of _____________________ Dollars ($_____). Fixed or base
rent has been paid under the Lease through _________________, _______. No rent
under the Lease has been paid more than one (1) month in advance, and no other
sums have been deposited with Landlord other than _______________ Dollars
($_________) deposited as security under the Lease. The security deposit is not
subject to any set-off or reduction or any increase for interest or other credit
due to tenant. Except as specifically stated in the Lease, Tenant is entitled to
no rent concessions, free rent, allowances or other similar compensation in
connection with renting the Leased Premises. Percentage Rent for the last fiscal
year of Tenant ending _________________, ___ in the amount of ________ Dollars
($__________) has been paid by Tenant to Landlord.

      5.    To Tenant's knowledge, neither Landlord nor Tenant is in default
under the Lease and, to Tenant's knowledge, no event has occurred with, with the
giving of notice or passage of time, or both, could result in such a default.

      6.    Except as specifically stated in the Lease, Tenant has not been
granted (a) any option to extend the term of the Lease, (b) any option to expand
the Leased Premises or to lease additional space within the Property, (c) any
right of first refusal on any space at the Property, (d) any option or right of
first refusal to purchase the Leased Premises or the Property or any part
thereof, or (e) any option to terminate the Lease prior to its stated
expiration.

      7.    All obligations and conditions under the Lease to be performed to
date by Landlord have been satisfied, free of defenses and set-offs, including
all construction work in the Leased Premises.

      8.    The Landlord has not rebated, reduced or waived any amounts due from
Tenant under the Lease, nor has Landlord provided financing for, made loans or
advances to, or invested in Tenant's business.

      9.    Tenant has not received any notice of any present violation of any
federal, state, county or municipal laws, regulations, ordinances, order or
directives relating to use, operation or condition of the Leased Premises.

      EXECUTED as of the _______ day of _________________________, ____________.

TENANT

______________________________, dba ______________________________________
(Name of Tenant and d/b/a/, if any)

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

                                      A - 2
<Page>

                                    EXHIBIT B

                                      DEED

SPECIAL WARRANTY DEED
     (ILLINOIS)

PREPARED BY:


_____________________
_____________________
_____________________
_____________________
Attn:________________

AFTER RECORDING RETURN TO:

                                       Space Above For Recorder's Use Only

_____________________
_____________________
_____________________
Attn:________________

      This DEED, made and entered into as of this _______ day of _____________,
2003 (the "Transfer Date"), by and between 75TH AND LYMAN CORPORATION, a
Delaware corporation ("Grantor") with its principal office address at
____________________________, and _______________, a _______________________
("Grantee") with its principal office address at ______________________________.

      WITNESSETH, that Grantor, for the consideration of One Dollar ($1.00) and
other good and valuable consideration in hand paid, by these presents does
hereby GRANT, BARGAIN and SELL unto Grantee the following described real estate
(the "Property"), situated in the City of Darien, County of DuPage, State of
Illinois, more particularly described as follows, to wit:

      See legal description set forth on SCHEDULE 1, attached hereto and
incorporated herein;

      Address of Real Estate:               [___________________]
      Tax Identification Number(s): [___________________]

      TO HAVE AND TO HOLD the Property as above described, together with all
rights and appurtenances to the same belonging, unto the Grantee, and to the
successors and assigns of Grantee forever, subject to the exceptions identified
in SCHEDULE 1 attached hereto.

      Grantor hereby covenants that Grantor and its successors and assigns,
shall and will warrant and defend the title to the said Property unto Grantee,
against the lawful claims of all

                                      B - 1
<Page>

persons claiming by and through Grantor and none other, excepting however: real
estate taxes and assessments not yet due and payable; acts or omissions of the
Grantee or anyone acting by, through or under Grantee; leases and other
occupancy agreements assigned to Grantee; and all other matters set forth on
SCHEDULE 2 attached hereto and incorporated by reference [insert Permitted
Exceptions at Closing]

      IN WITNESS WHEREOF, said Grantor has caused this Special Warranty Deed to
be executed by an authorized representative of Grantor this _______ day of
__________, 2003.

75TH AND LYMAN CORPORATION,
a Delaware corporation


By:
   ---------------------------------
        Paul C. Chapman,
        Executive Vice President

STATE OF _________________)
                          )SS
COUNTY OF ________________)

Be it remembered that on this _______ day of ____________________, 2003, before
me, personally appeared Paul C. Chapman is personally known to me to be the
Executive Vice President of 75TH AND LYMAN CORPORATION, a Delaware corporation,
and the same person who executed the foregoing instrument and duly acknowledged
the execution of the same for and on behalf of and as the act and deed of said
corporation.

In witness whereof, I have hereunto set my hand and fixed my seal the day and
year above written.


                                        ----------------------------
                                        Notary Public

Seal

SENT FUTURE TAX BILLS TO:
______________________________
______________________________
______________________________
______________________________

SCHEDULE 1 - LEGAL DESCRIPTION
SCHEDULE 2 - PERMITTED EXCEPTIONS

                                      B - 2
<Page>

                                    EXHIBIT C

                                  BILL OF SALE

      KNOW ALL MEN BY THESE PRESENTS, that 75TH AND LYMAN CORPORATION, a
Delaware corporation ("Seller"), in consideration of Ten and 00/00 Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged, does
hereby sell, assign, transfer, quit claim and set over unto __________,a
______________ ("Purchaser") all furniture, furnishings, fixtures, equipment and
other personal property set forth on the attached SCHEDULE 2 (the "Personal
Property") located at, on and about the real estate commonly known as the Darien
Towne Centre and legally described on the attached SCHEDULE 1 (the "Premises").

      TO HAVE AND TO HOLD the Personal Property unto Purchaser and Purchaser's
heirs, legal representatives, successors and assigns forever.

      ALL WARRANTIES OF QUALITY OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY ARE EXPRESSLY EXCLUDED. THE PERSONAL PROPERTY SOLD HEREUNDER IS
SOLD IN "AS IS" CONDITION WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER.

      Any liability of Seller shall be limited as set forth in SECTIONS 6, 17.1
and 19 of that certain Purchase and Sale Agreement between Seller and Purchaser
dated November 12, 2003.

      IN WITNESS WHEREOF, Seller has signed this Bill of Sale this _______ day
of _______________,2003.

                                       SELLER:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation

                                       By:
                                             -------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

SCHEDULE 1 - LEGAL DESCRIPTION
SCHEDULE 2 - LIST OF TANGIBLE PERSONAL PROPERTY

                                      C - 1
<Page>

                                    EXHIBIT D

                       ASSIGNMENT AND ASSUMPTION OF LEASES

      FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 75TH AND LYMAN CORPORATION, a Delaware corporation, having its
principal office at c/o CB Richard Ellis Investors, 601 108th Avenue N.E. #1900,
Bellevue, WA 98004 ("Assignor"), hereby sells, transfers, assigns and sets over
unto _________________, a _________________ ("Assignee"), its legal
representatives, successors and assigns all of Assignor's right, title and
interest in, to and under (a) those certain leases referred to on SCHEDULE 2
attached hereto and made a part hereof (the "Leases") affecting the real estate
legally described on SCHEDULE 1 attached hereto and made a part hereof and
commonly known as the Darien Towne Centre (the "Property") and, to the extent
assignable, any guaranties made in connection with such Leases, (b) the security
deposits set forth in SCHEDULE 3 attached hereto, and (c) the rent due under
such Leases except, however, that portion of said rent attributable to periods
of time prior to the Closing Date (as defined in that certain Purchase and Sale
Agreement by and between Assignor and Assignee, dated as of November 12, 2003
(the "Agreement")).

      Assignee does hereby accept the foregoing Assignment and Assumption of
Leases subject to the terms and conditions herein and in the Leases, and does
hereby assume, without exculpation, as of the date hereof, and become
responsible for and agree to perform, discharge, fulfill and observe all of the
obligations, terms, covenants, provisions and conditions under the Leases
arising from and after the Closing Date, and Assignee agrees to be liable for
the observance and performance thereof as fully as though Assignee was the
original landlord or lessor thereunder, including without limitation the cost of
all tenant improvements, leasing commissions, and space planning and legal costs
which accrue or are incurred on or after the Closing Date or which Assignee is
obligated to pay pursuant to the Agreement. Notwithstanding the immediately
preceding sentence, Assignor shall remain liable for those obligations of
Assignor under the Leases to the extent they arise out of events occurring prior
to the Closing Date, except for those obligations for which Assignee is liable
pursuant to the Agreement. Assignor shall retain the obligation to reconcile
operating expenses, real estate taxes and insurance with the tenants under the
Leases with respect to all calendar years prior to the year in which the Closing
Date occurs.

      Assignee agrees to protect, defend, indemnify and hold harmless Assignor,
its legal representatives, successors and assigns from any and all losses,
damages, expenses, fees (including without limitation reasonable attorneys'
fees), court costs, suits, judgments, liability, claims and demands whatsoever
in law or in equity, incurred or suffered by Assignor, its legal
representatives, successors and assigns or any of them arising out of or in
connection with the Leases as to events occurring from and after the Closing
Date or which Assignee is obligated to pay pursuant to the Agreement, except for
those obligations which Assignor is liable for pursuant to the Agreement.
Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its
legal representatives, successors and assigns from any and all losses, damages,
expenses, fees (including, without limitation, reasonable attorneys' fees),
court costs, suits, judgments, liability,

                                      D - 1
<Page>

claims and demands whatsoever in law or in equity, incurred or suffered by
Assignee, its legal representatives, successors and assigns or any of them
arising out of or in connection with the Leases as to events occurring prior to
the Closing Date, except for those matters covered in a tenant estoppel
certificate to Assignee and those obligations which Assignee is liable for
pursuant to the Agreement; provided, however, that any claim made by Assignee
hereunder shall be deemed waived unless Assignee has filed suit prior to the
date which is nine (9) months after the Closing Date.

      Notwithstanding anything to the contrary contained in this Assignment and
Assumption of Leases, it is expressly understood and agreed by and between the
parties hereto that: (i) the recourse of Assignee or its successors or assigns
against Assignor with respect to this Assignment and Assumption of Leases shall
be limited as set forth in SECTIONS 6, 17.1 AND 19 of the Agreement, and (ii) no
personal liability or personal responsibility of any sort with respect to the
indemnity obligations of Assignor above is assumed by, or shall at any time be
asserted or enforceable against, Assignor or against any of Assignor's
shareholders, directors, officers, employees, agents, constituent partners,
members, beneficiaries, trustees or representatives except as provided in (i)
above with respect to Assignor.

      This Assignment and Assumption of Leases shall be binding upon and shall
inure to the benefit of Assignor and Assignee and their respective
beneficiaries, legal representatives, heirs, successors and assigns.

      THIS ASSIGNMENT AND ASSUMPTION OF LEASES IS FOR THE BENEFIT OF ASSIGNOR
AND ASSIGNEE, AND EXCEPT AS PROVIDED IN THE INDEMNIFICATION PROVISIONS AND THE
EXCULPATION PROVISIONS OF SECTION 19 OF THE AGREEMENT, NO OTHER PERSON OR ENTITY
WILL BE ENTITLED TO RELY ON THIS ASSIGNMENT AND ASSUMPTION OF LEASES.

      This Assignment and Assumption of Leases may be executed in counterparts,
and as so executed shall constitute one and the same agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption of Leases this day of _____________________________, 2003.


                                       ASSIGNOR:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation

                                       By:
                                             -------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

                                      D - 2
<Page>

                                       ASSIGNEE:

                                       _____________________________________,
                                       a _____________________________

                                       By:
                                             -------------------------------
                                             Name:
                                                   -------------------------
                                             Its:
                                                  --------------------------

SCHEDULE 1  -  LEGAL DESCRIPTION
SCHEDULE 2  -  LEASES

                                      D - 3
<Page>

                                    EXHIBIT E

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS,
                              LICENSES AND PERMITS

      FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 75TH AND LYMAN CORPORATION, a Delaware corporation, having its
principal office at c/o CB Richard Ellis Investors, 601 108th Avenue N.E. #1900,
Bellevue, WA 98004 ("Assignor"), hereby sells, transfers, assigns and sets over
unto __________________, a __________________ ("Assignee"), its legal
representatives, successors and assigns, effective as of the Closing Date (as
defined in that certain Purchase and Sale Agreement by and between Assignor and
Assignee, dated as of November 12, 2003 (the "Agreement")), all of Assignor's
right, title and interest in, to and under the following to the extent freely
assignable by Assignor: (a) those agreements referred to on SCHEDULE 2 attached
hereto and made a part hereof (the "Contracts") affecting the real estate
legally described on SCHEDULE 1 attached hereto and made a part hereof and
commonly known as the Darien Towne Centre, (the "Property") and (b) all
licenses, warranties, guarantees, permits and Intangible Property (as defined in
the Agreement) relating to the construction, use and operation of the Property.

      Assignee does hereby accept the foregoing Assignment and Assumption of
Contracts, Licenses and Permits and does hereby assume, without exculpation, as
of the Closing Date, and become responsible for and agree to perform, discharge,
fulfill and observe all of the obligations, terms, covenants, provisions and
conditions under the Contracts arising from and after the date hereof or which
Assignee is responsible for pursuant to the Agreement, and Assignee agrees to be
liable for the observance and performance thereof as fully as though Assignee
was the original party thereunder. Notwithstanding the immediately preceding
sentence, Assignor shall remain liable for those obligations of Assignor under
the Contracts to the extent they arise out of events occurring prior to the
Closing Date, except for those obligations which Assignee is responsible for
pursuant to the Agreement.

      Assignee agrees to protect, defend, indemnify and hold harmless Assignor,
its legal representatives, successors and assigns from any and all losses,
damages, expenses, fees (including without limitation reasonable attorneys'
fees), court costs, suits, judgments, liability, claims and demands whatsoever
in law or in equity, incurred or suffered by Assignor, its legal
representatives, successors and assigns or any of them arising out of or in
connection with the Contracts, as to events occurring from and after the Closing
Date or which Assignee is responsible for pursuant to the Agreement, except for
those obligations which Assignor is responsible for pursuant to the Agreement.
Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its
legal representatives, successors and assigns from any and all losses, damages,
expenses, fees (including, without limitation, reasonable attorneys' fees),
court costs, suits, judgments, liability, claims and demands whatsoever in law
or in equity, incurred or suffered by Assignee, its legal representatives,
successors and assigns or any of them arising out of or in connection with the
Contracts, as to events occurring prior to the Closing Date, except for those
obligations which Assignee is responsible for pursuant to the Agreement;
provided, however, that any claim made by Assignee hereunder shall be deemed
waived unless Assignee has given

                                      E - 1
<Page>

Assignor written notice of such claim prior to the date which is nine (9) months
after the Closing Date.

      Notwithstanding anything to the contrary contained in this Assignment and
Assumption of Contracts, Licenses and Permits, it is expressly understood and
agreed by and between the parties hereto that: (i) the recourse of Assignee or
its successors or assigns against Assignor with respect to this Assignment and
Assumption of Contracts, Licenses and Permits shall be limited as set forth in
SECTIONS 6, 17.1 AND 19 of the Agreement, and (ii) no personal liability or
personal responsibility of any sort with respect to the indemnity obligations of
Assignor above is assumed by, or shall at any time be asserted or enforceable
against, Assignor, or against any of Assignor's shareholders, directors,
officers, employees, agents, constituent partners, members, beneficiaries,
trustees or representatives except as provided in (i) above with respect to
Assignor.

      This Assignment and Assumption of Contracts, Licenses and Permits shall be
binding upon and shall inure to the benefit of Assignor and Assignee and their
respective beneficiaries, legal representatives, heirs, successors and assigns.

      THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS, LICENSES AND PERMITS IS FOR
THE BENEFIT OF ASSIGNOR AND ASSIGNEE, AND EXCEPT AS PROVIDED IN THE
INDEMNIFICATION PROVISIONS AND THE EXCULPATION PROVISIONS OF SECTION 19 OF THE
AGREEMENT, NO OTHER PERSON OR ENTITY WILL BE ENTITLED TO RELY ON THIS ASSIGNMENT
AND ASSUMPTION OF CONTRACTS, LICENSES AND PERMITS.

      This Assignment and Assumption of Contracts, Licenses and Permits may be
executed in counterparts, and as so executed shall constitute one and the same
agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption of Contracts, Licenses and Permits this _______ day of
______________________, 2003.


                                       ASSIGNOR:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation

                                       By:
                                             --------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

                                      E - 2
<Page>

                                       ASSIGNEE:

                                       _____________________________________,
                                       a _____________________________

                                       By:
                                             -------------------------------
                                             Name:
                                                   -------------------------
                                             Its:
                                                  --------------------------

SCHEDULE 1  -  LEGAL DESCRIPTION
SCHEDULE 2  -  LIST OF CONTRACTS

                                      E - 3
<Page>

                                    EXHIBIT F

                              NON-FOREIGN AFFIDAVIT


      Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by 75TH AND LYMAN CORPORATION,
a Delaware corporation, ("Seller"), the undersigned hereby certifies the
following on behalf of Seller:

      1.    Seller is not a foreign corporation (as this term is defined in the
            Internal Revenue Code and Income Tax Regulations);

      2.    Seller's U.S. employer identification number is __________________
            and

      3.    Seller's address is __________________________________________.

      Seller understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

      Under penalties of perjury the undersigned declares that it has examined
this certification and to the best of its knowledge and belief it is true,
correct and complete, and it further declares that it has authority to sign this
document on behalf of Seller.

Dated: ________________, 2003.

                                       Seller:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation


                                       By:
                                             --------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

                                      F - 1
<Page>

                                    EXHIBIT G

                       FORM OF TENANT NOTIFICATION LETTER

                             ____________, _______

VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED

[Tenant]


_____________________________
_____________________________
_____________________________

      RE:   THE DARIEN TOWNE CENTRE, DARIEN, ILLINOIS

Dear [Tenant]:

You are hereby advised that the above referenced property in which you are a
tenant was sold and your lease was assigned and transferred effective as of the
date of this letter to _________________________, a _______________________
("Purchaser"). Your security deposit and advance rental, if any, has transferred
to Purchaser, whose address is set forth below. The above referenced property
will be managed by [MANAGEMENT COMPANY] and all checks for rent and other
charges should be made payable to [_______________________] and forwarded to:
[MANAGEMENT COMPANY][PROPERTY ADDRESS].

In accordance with the terms of your lease, copies of all future notices to
landlord should be sent to: [PURCHASER ENTITY].

If you have any questions or need any additional information, please feel free
to contact the management office at [Telephone Number].

Sincerely,

SELLER:                                PURCHASER:

75TH AND LYMAN CORPORATION,            _________________________________,
a Delaware corporation                 a ____________________________

By:                                    By:
      --------------------------             ----------------------------
      Paul C. Chapman,                       Name:
      Executive Vice President                     ----------------------
                                             Its:
                                                  -----------------------

                                      G - 1
<Page>

                                    EXHIBIT H

                       FORM OF VENDOR NOTIFICATION LETTER


___________________, _______


VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED

[Vendor]


________________________________
________________________________
________________________________

      RE:   THE DARIEN TOWNE CENTRE, DARIEN, ILLINOIS

Gentlemen:

      This is to advise you that the above reference property was sold to
____________________________________________, a ______________ ("Purchaser"). As
part of the sale, your contract has been assigned to Purchaser, and any goods,
services or utilities supplied to the property subsequent to the date of this
letter shall be for its account. The above referenced property will be managed
by [Management Company] and all future invoices and correspondence and any and
all notices to Purchaser should be sent to:

            _________________________________
            _________________________________

Sincerely,

SELLER:                                PURCHASER:

75TH AND LYMAN CORPORATION,            __________________________________,
a Delaware corporation                 a ______________________________

By:                                    By:
      ---------------------------            ----------------------------
      Paul C. Chapman,                       Name:
      Executive Vice President                    -----------------------
                                             Its:
                                                  -----------------------

                                      H - 1
<Page>

                                    EXHIBIT I

                              CERTIFICATE OF SELLER

      I, Paul C. Chapman, the Executive Vice President of 75TH AND LYMAN
CORPORATION, a Delaware corporation (the "COMPANY"), hereby certify that, except
as set forth on SCHEDULE 1 attached hereto, as of the date hereof the
representations and warranties set forth in SECTION 6 of the Purchase and Sale
Agreement dated November 12, 2003, by and between the Company and INLAND RETAIL
REAL ESTATE TRUST, INC., a Maryland corporation, are true and correct.

      This certificate is delivered pursuant to SECTION 4.3(a)(ix) of the
Agreement.

      IN WITNESS WHEREOF, I have hereunto signed my name for and on behalf of
the Company this ____ day of ________________________, 2003.


                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation


                                       By:
                                             -----------------------------------
                                             Paul C. Chapman,
                                             Executive Vice President


      SCHEDULE 1 - Exceptions

                                      I - 1
<Page>

                                    EXHIBIT J

                            CERTIFICATE OF PURCHASER

      I, ______________________________________________ of INLAND RETAIL REAL
ESTATE TRUST, INC., a Maryland corporation (the "COMPANY"), hereby certify that,
except as set forth on SCHEDULE 1 attached hereto, as of the date hereof the
representations and warranties set forth in SECTION 8 of the Purchase and Sale
Agreement dated November 12, 2003, by and between the Company and 75TH & LYMAN
CORPORATION, a Delaware corporation, are true and correct.

      This certificate is delivered pursuant to SECTION 4.3(b)(v) of the
Agreement.

      IN WITNESS WHEREOF, I have hereunto signed my name for and on behalf of
the Company this ______ day of __________________________, 2003.


                                       INLAND RETAIL REAL ESTATE TRUST, INC.,
                                       a Maryland corporation


                                       By:
                                             -----------------------------------

                                             -----------------------,
                                             Title:
                                                    ---------------

      SCHEDULE 1 - Exceptions

                                      J - 1
<Page>

                                   SCHEDULE 1

                                LEGAL DESCRIPTION

PARCEL 1:   Lots 2, 9 and 10 in Darien Towne Centre, being a subdivision of
            part of the Southeast Quarter of Section 29, Township 38 North,
            Range 11 East of the Third Principal Meridian, recorded August 17,
            1993 as Document Number R93-183593, in DuPage County, Illinois;

PARCEL 2:   A non-exclusive easement for the benefit of Parcel 1 as created
            by the Declaration dated August 5, 1993 and recorded August 17, 1993
            as Document R93-183596 by American National Bank and Trust Company
            of Chicago, as Trustee under Trust dated June 4, 1991 and known as
            Trust Number 113974-03 and Wal-Mart Stores, Inc. for the purpose of
            ingress and egress, utilities, signage and stormwater retention.

                                      - i -
<Page>

                                  SCHEDULE 4.3

                                PERSONAL PROPERTY

                                      None.

                                      - i -
<Page>

                                  SCHEDULE 6.5

                                     LEASES

<Table>
<Caption>
                                                                     [ILLEGIBLE]
              Tenant                            Document                Dated
--------------------------------------------------------------------------------
<S>                                   <C>                              <C>
Aldi's                                REA Agreement                     8/5/93
--------------------------------------------------------------------------------
Circuit City                          Shopping Center Lease             7/22/93
--------------------------------------------------------------------------------
Coldwell Banker- Gladstone Realtors   Shopping Center Lease             3/01/00
--------------------------------------------------------------------------------
Citibank Darien                       REA Agreement                    12/15/94
--------------------------------------------------------------------------------
Deals-Nothing Over a Dollar           Shopping Center Lease             4/10/02
--------------------------------------------------------------------------------
Gingiss Formalwear Store              Shopping Center Lease            11/26/96
--------------------------------------------------------------------------------
Great Clips                           Shopping Center Lease            10/13/99
--------------------------------------------------------------------------------
Harris Bank                           REA Agreement                     2/22/94
--------------------------------------------------------------------------------
Home Depot                            Shopping Center Lease             7/15/93
--------------------------------------------------------------------------------
Jenny Craig                           Shopping Center Lease             2/09/99
--------------------------------------------------------------------------------
PetsMart                              Shopping Center Lease             7/17/93
--------------------------------------------------------------------------------
Murray's Discount Auto                Shopping Center Lease             4/22/94
--------------------------------------------------------------------------------
Panera Bread                          Shopping Center Lease             4/07/03
--------------------------------------------------------------------------------
Signature Cleaners                    Shopping Center Lease             4/14/94
--------------------------------------------------------------------------------
Payless Shoe Source                   Shopping Center Lease             7/8/94
--------------------------------------------------------------------------------
TGI Fridays                           Ground Lease                      7/26/93
--------------------------------------------------------------------------------
Walmart                               REA Agreement                     8/05/93
--------------------------------------------------------------------------------
</Table>

*If Seller or its property manager does not have the original lease document,
Seller may deliver a tenant estoppel certificate or other certification
certifying a copy of the lease document in lieu of delivering an original lease
document at Closing.

                                      - i -
<Page>

                                  SCHEDULE 6.6

                                SERVICE CONTRACTS

<Table>
<Caption>
                                          Agreement                                       Execution     Rennuable On
     Contractor Name                     Description                Documentation            Date      30 Days Notice
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>                          <C>                         <C>              <C>
Clo Marketing                     Marketing                    Letter Agreement            1/30/03          Yes
---------------------------------------------------------------------------------------------------------------------
                                  Backflow Device
Chicago Backflow                  Inspection                   Agreement                   7/24/02          Yes
---------------------------------------------------------------------------------------------------------------------
Simplex Grinnell                  Alarm Inspection             Agreement                   8/20/02          Yes
---------------------------------------------------------------------------------------------------------------------
                                                               Service and Maintenance
Fire & Security Systems           Alarm Monitoring             Agreement                   8/23/99          Yes
---------------------------------------------------------------------------------------------------------------------
Four Seasons Lawncare             Landscaping                  Service Agreement           3/31/03          Yes
---------------------------------------------------------------------------------------------------------------------
Ace of Spray                      Pressure Washing             Service Agreement           6/16/03          Yes
---------------------------------------------------------------------------------------------------------------------
Snow Systems                      Snow Removal                 Service Agreement           10/02/03         Yes
---------------------------------------------------------------------------------------------------------------------
4 Season Commercial
Maintenance                       Lot Sweeping                 Service Agreement           7/01/96          Yes
---------------------------------------------------------------------------------------------------------------------
Temple Display                    Holiday Decorations          Agreement                   10/28/03         Yes
---------------------------------------------------------------------------------------------------------------------
</Table>

                                      - i -
<Page>

                                  SCHEDULE 6.8

                                     CLAIMS

                                      None.

                                      - i -
<Page>

                                  SCHEDULE 6.9

                          LEASING BROKERAGE AGREEMENTS


Listing agreement with Edgemark Commercial Real Estate Services, LLC.

                                      - i -
<Page>

                                   SCHEDULE 15

                              LEASING STATUS REPORT

                            (as of November 11, 2003)

<Table>
<Caption>
                                             STARTING
                        SUITE       SIZE       BASE          RENT                       TI        LANDLORD     COMMIS-
TENANT NAME             NUMBER     SQ. FT.     RENT       ESCALATION       TERM     ALLOWANCE      COSTS        SION       STATUS
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>    <C>       <C>                <C>       <C>           <C>        <C>         <C>
CHINA WOK              2121           1,500  $  20.00  3% per year        5 years   $7,500        0          $    6,000  Signed LOI
------------------------------------------------------------------------------------------------------------------------------------
RICOBENE'S ON
75TH LLC               2173 A         3,000  $  18.00  3% per year        10 years  $21,000 -     TBD        $   10,500  Negotiating
                                                                                    est'd. See                           lease
                                                                                    description
                                                                                    of work
------------------------------------------------------------------------------------------------------------------------------------
OPTIQUE BY             2173 B         1,800  $  24.00  N/A                5 years   $36,000       TBD        $    7,200  Negotiating
LENSCRAFTERS                                                                                                             LOI
------------------------------------------------------------------------------------------------------------------------------------
FRUITFUL YIELD         2173 C         4,548  $  18.00  3% per year after  5 years   0             TBD        $   15,918  Signed LOI
                                                       year 2
------------------------------------------------------------------------------------------------------------------------------------
JENNY CRAIG RENEWAL    2141           2,000  $  22.00  $0.50 per year     3 years   $4,000        0          $    4,000  Amendment
                                                                                                                         out for
                                                                                                                         Signature
------------------------------------------------------------------------------------------------------------------------------------
IRV'S MENSWEAR         2173 (all)     9,348  $  16.00  2.5% per year      5 Years   $93,480       0          $   42,066  Signed LOI
------------------------------------------------------------------------------------------------------------------------------------
VN NAILS               2121           1,500  $  20.00  3% per year        5 years   $7,500        0          $    6,000  Signed LOI
------------------------------------------------------------------------------------------------------------------------------------
</Table>

     LENSCRAFTERS COULD GO TO SUITE 2121 WHICH IS 1,500 SQ. FT.

     SOCCER POST, A TENANT OCCUPYING 2,968 SQUARE FEET, CEASED OPERATIONS
     EFFECTIVE JUNE 1, 2003. TENANT HAS CONFIRMED THAT THEY UNDERSTAND THEY ARE
     RESPONSIBLE FOR PAYING MONTHLY RENT PURSUANT TO THEIR SUB-LEASE WITH
     PAYLESS SHOESOURCE. THE SUB-LEASE EXPIRES ON JULY 31, 2004.

     JENNY CRAIG, A CURRENT TENANT WHOSE LEASE EXPIRES IN FEBRUARY 2004 HAS
     AGREED TO A LEASE RENEWAL PROPOSAL FOR AN ADDITIONAL THREE YEAR TERM AT
     YEARS 1-3 AT $22.00, $22.50 AND $23.00 PSF RESPECTIVELY, WITH A THREE YEAR
     OPTION AT FAIR MARKET RENT. AN AMENDMENT IS BEING PREPARED.

     RICOBENE'S A PIZZA/FAST FOOD RESTAURANT HAS AGREED TO LEASE 3,000 SF OF THE
     9,348 SF SPACE NEXT TO PANERA. THEY HAVE AGREED TO A TEN (10) YEAR TERM
     BEGINNING AT $18.00 NET PSF WITH THREE PERCENT (3%) ANNUAL INCREASES AND A
     LANDLORD CONTRIBUTION OF SEVEN DOLLARS ($7.00)PSF.

     LA TAN HAS AGREED TO LEASE 3,000SF OF THE 9,348 SF SPACE NEXT TO PANERA.
     THEY HAVE AGREED TO A TEN (10) YEAR TERM BEGINNING AT $19.00 PSF WITH A
     LANDLORD CONTRIBUTION OF EIGHT DOLLARS ($8.00) PSF.

     NEGOTIATIONS CONTINUE WITH OPTIQUE BY LENSCRAFTERS (1,800 SF) AND FRUITFUL
     YIELD (4,500 SF) FOR THE REMAINING PORTION OF THE 9,348 SF SPACE NEXT TO
     PANERA.

                                      - i -
<Page>

     NEGOTIATIONS CONTINUE WITH CHINA WOK AND A LOCAL NAIL SALON FOR SPACE 2121
     (1,500 SF). RENTS ARE ANTICIPATED TO BE IN THE UPPER TEENS TO LOWER
     TWENTIES.

                                     - ii -

</TEXT>
</DOCUMENT>
